The Web that Forever Binds Us
by Purecomicfan
Summary: Two tormented Spiders, one destiny.
1. Prologue

**Prologue: *1**

"Not happening, Stark! All of these other heroes are a joke! A joke barely worthy of my SONIC LAUGH! HAHAHAHAHAHA!" as the Hobglobin blasts four Avengers: Captain America, Black Widow, Wolverine, and Spider-Woman. All are trying to cover their ears against the sonic onslaught.

Suddenly flying through the air, "Hobglobin right? New outfit.. same glass jaw." Spider-Man kicks Hobgoblin in the head. " Spider-Man somersaults and notices at the edge of his peripheral vision three robots controlled by Osborn ready to blast Spider-Woman. He shoots a line that snags the roof a nearby tall building and swings towards her.

"Hark - Fair Spider-Woman! How art thou?" as he grabs her around the waist and swings her away twisting and turning, following his Spider sense, as the three robots attempt to repetitively blast them in their ever changing position. Spider-Man, with Spider-Woman in his arms, lands them both in a safe area away from the robots.

"Is that really you Pete?" Jess said.

"It is I, but..how?" Spider-Mans was surprised that Spider-Woman recognized him. It was only just hours ago, Octavius had purged himself from Spider-Man's body - but how can she tell? The two Spiders stare at each other as if they can see each other's soul through their respective lens, a wordless communication.

Suddenly, another robot crashing down brings them both back to reality. Miquel O'hara aka Spiderman 2099 has ripped the wires out of one robot.

"You and your special earpiece. Smart, well smart guy, you can chase me ... or save the Boss' little hostage. Just remember, when the Goblin King gets bored, he gets creative." says the fleeing Hobglobin.

"We can catch him," Miguel says to Peter. Spider-Woman goes back on the offensive venom blasting a robot.

"No time. I finally triangulated the signal guiding the robots... it's coming from the Oscorp Building, which means his 'Boss' is there too. That's how we end this."

"The help's appreciated, Spider-Man, but I thought you quit the team," Captain America said as he bashed another robot with his shield."

"I did? Like that's even possible, Cap. You know what they say, 'Once an Avenger...'" Before Spider-Man finishes his response, the sight of the Hobgoblin heading towards the Oscorp building attracts his attention. "Hold the fort, we Spider-Guys are off to shut this down at the source!" The two Spider-Men leap up in the air, shooting web lines onto the nearest tall building, and head towards the Oscorp Building.

"Two of them now, eh? At least one sounds right for a change!" Natasha, aka Black Widow comments as she fires her two pistols. Cap responds, "We'll figure it out later... when we've taken our city back."

*1. Superior Spider-Man #31


	2. Nightmares

**Nightmares:**

"You lose Parker! I am your Superior!" yelled Octo Octavius. "Your life is mines!"

 _"I could feel the tentacle crushing me - as I was thrown hard against the wall. I struggle to free myself, but the tentacle was too strong. Again, I hit the wall. I feel the tentacles slowly tightening...too tired..can't breathe, blacking out.."_

The scenery changes into the top of the Brooklyn Bridge. A tentacle sprouting from the concrete is still wrapped around Peter; his mouth is covered - he witnesses Octavius carrying Gwen in his arms. He tries to yell out, but is muffled by the tentacle. Gwen sees him, and softly speaks, _"Help me Peter."_ She doesn't struggle, as if willing to accept her fate. Octavius walks over to the edge holding her - then Spider-Man is in place of Octavius, and he mechanically drops her into the waters. Gwen falls in slow motion..."

 _"No! "_ The anguish and pain from many years ago return in full force. Peter abruptly sits up, sweating, in the darkness on his bed. It was just a nightmare. He looked at the clock - 2AM. He has only been a sleep for one hour - the nightmares keep reoccurring. Yesterday, the nightmare was about Uncle Ben, an image of him impaled by a tentacle and asking Peter, ' _why did you let this happen?_ ' He can't sleep - has to get up, and get out into the night air.

A month ago, Peter had regained control of his mind and body after Octo Octavius had taken control for many months, and with the help of Miguel O'Hara and the Avengers had ended the Goblin Wars. Peter was now in the process of putting his life back in order. He discovered that he is a founder/CEO of Parker Industries, and, practically alienated all those closest to him; he pushed Mary Jane, the woman, he supposed loves the most, into another person's arms. And then he had to break the news to Ann Marcioni, Octavius' fiancee; he felt so guilty. Having trouble sleeping at night was an understatement.

A few weeks ago, the Avengers has checked him physically and has performed all types of brain scans. All indications are that the villain Octo Octavius has been permanently removed and won't be coming back.*1

He can feel the night air brushing past his mask as he swung. He wanted to go higher, faster, as if he can leave the pain and guilt behind him. He reaches out to one of the higher buildings, lands on a ledge overseeing the NYC horizon and goes into his familiar crouch. He takes deep breaths hoping the cool air numb his emotions.

' _I am so sorry for failing you Gwen, Uncle Ben._ ' The pain from losing his love ones, the guilt from not being able to save them, and the self-hatred for being the survivor, all these emotions that he felt many years ago, were again tearing at his soul. The pains that had at one time healed have all returned in the harshest way. To make matters worse, the emptiness seem to be worsening - augmented by the re-occurring nightmares. He crosses his arms and held them close to his chest in the hopes of alleviating the pain within him. ' _What did Doc Ock do to me? I need to talk to someone, help sort things out._ ' He shoots a web line to the nearest building and swings into the night air, hoping the adrenaline and the rush from a crime scene will soothe the pain.

XXXXXXXXXXXXXXXXXXXXXXXXXX

In one of the dark alleys below, a person in a hood with dark shades chases a middle-aged woman into a dead end alley.

"Someone help me please! Someone.. " screamed the lady.

"I just want to your purse lady! Just hand over the purse, and you won't get hurt." He draws out a knife and slowly heads toward the trapped woman.

"I would turn around and head out of here if I were you," the red and blue vigilante leaps down from the wall 20 feet above, and lands between the lady and the mugger.

"I just need some cash, man..!" the mugger in desperation jabs at Spider-Man with his knife.

"Then get a job!" And in an instant, with one slap, Spider-Man knocks the knife out of the assailant's hand. And with the other hand, he pushes him hard against the alley wall, knocking the air out of the mugger's lungs, and the hood off his head.

At arm's length, Spider-Man stares at the assailant, a slightly overweight man with short brown hair, using sunglasses to cover his bloodshot eyes. ' _A drug addict,_ ' thought Spidey. As he stares, the face before him transforms into a rounder face, with a Moe-like haircut. He then sees Doc Ock laughing at him, ' _I am the Superior Spider-Man._ '

"Like hell you are! You're dead! Get out of my head!" He slaps the thug again and then again - only to be interrupted by the victim's female voice, ""Spider-Man, I think the person is already unconscious."

Spider-Man steps back, ' _Oh God, what have I done?! I almost beaten him to a bloody pulp._ '

*1. Amazing Spider-Man vol. 3 #3


	3. Help Me?

**Help Me?**

 **Avengers Towers**

Spider-Man walks into the lounge. Logan aka Wolverine, in a T-shirt and jeans was guzzling down a beer on a sofa watching television. Jessica Drew aka Spider-Woman, in a red shirt and jeans was skimming through the articles in a newspaper. Steve Rogers aka Captain America and Tony aka Iron Man can be heard in the kitchen.

Both Logan and Jessica turn their heads toward Spider-Man as he walked in. "Hey Webs! Whassup?!" said Logan. Jessica added, "Hi Peter!"

"Hi. Nothing." Pete looked around hoping to see Carol Danvers aka Captain Marvel - then he looks at Jess, who is eyeing him, and stares at her - at those emerald eyes - so much like Mary Jane's - for a few minutes, not aware of his actions. At times like these, he was glad his face was behind a mask. This particular time, however, the mask hides at first the admiration, but then the sudden sweeping sense of guilt - ' _Jess, I failed you too, didn't I? I am the one who is supposed to know you, but I couldn't even tell that a Skrull took your place. The Skrulls then tortured you for a year. I would do anything to change that._ '

"Pete? Is there anything I can help you with?" Jessica's voice breaks his trance, and he looks down at the floor, and looks around. "Is Carol back yet?"

"No - she is in space and won't be back until a few more weeks," she replied. "Are you okay?"

Peter looks around again.. fidgeting. "I'm ..er. .okay." He hated lying to Jessica; he was never a good liar. Hopefully his mask can hide his feelings. "I just remember I have an appointment. I will see you guys later. And if you do talk to Carol, tell her that that I miss her new look." He abruptly turns to the nearest exit that would take him to the roof.

"Are you sure you're...okay?!" Jessica trails off as Spider-Man quickly leaves. Jessica and Logan look at each other with puzzled expressions. Then Logan shrugs his shoulders and proceeds to finish the rest of his beer. Jessica frowns, stands up, and proceeds to head into the kitchen.

' _Something is wrong_ ,' Jessica thought. ' _Pete, you're shutting out people out again._ ' Jessica has known Peter for a while now, and probably knows him better than himself; being a private investigator many years back, and a former Shield agent, she had been able to hone down her power of observation and deduction; that includes reading a particular arachnid very well.

She recalls how Pete helped her out when she first entered the superhero scene - _Power and Responsibility_ ; he pushed her in the right direction in becoming a "hero", and how he along with Carol helped her overcome her anger with the Skrulls; he would often approach her with most likely a grin behind his mask and proceed with his corny jokes, much the way he now approaches Carol, whenever the opportunity arises. His humor at first annoyed her, but as she learned more about the man behind the mask through the years, she has developed the deepest respect for him. However, when Jess entered into the brief relationship with Clint, aka Hawkeye, Pete no longer spoke to her as much; he seems to distant himself from her; ' _did she hurt him?_ ' she wondered. A few months ago, Jess was one of the few who noticed the change in Pete's demeanor - from a light-hearted carefree one to an arrogant, condescending, and more brutal one. ' _I do know I let you down Pete, when I noticed that something happened to you many months back, and did nothing - I am not going to let that happen again,_ ' she thought.

She walks into the kitchen. Steve and Tony were discussing various topics; both were casually dressed in T-shirts and jeans. Jessica heads toward them, while looking at Steve. Along with all other Avengers, Jessica has the utter most respect for Steve. Steve, additionally had provided guidance and mentorship for her during the toughest of times, especially in winning back the trusts of her fellow Avengers after the Skrull invasion. With Tony, on the other hand, there was a limit to Jessica's trust towards him. To her, Tony always seem to have a secretive agenda that only benefits his own goals.

"Steve, can I speak to you for a moment?" Jessica asked. Tony saw his cue to leave, "Well, I need to look into a new armor design in the lab.. I'll talk to you later Steve. See ya Jess!" Jess nods to Tony.

Steve turns his attention to the British Avenger, "What can I do for you?"

Jessica thought for a moment - "Steve, Spider-Man was just here, asked for Carol, and then just left."

"Carol is in space. Does he need help with something?"

"No, he says he doesn't but I can tell when he is lying. Not to mention, when does Spider-Man ever ask for help!"

Steve furrows his brow. "Jess, you know him better than I do - I mean you noticed his weird behaviour when Octavius took over his mind, did you notice anything else odd when he was here? Do you think Octavius is back?"

"I don't think so, but something is wrong."

"Woman's intuition?"

"Spider's intuition." Jessica smirked.

"Jess, it would be hard not to believe something is wrong - I can only imagine how I would feel if someone took over my body for a week, but for 6 months?! I wish we could have helped him earlier."

"So do I," Jessica nodded.

Steve eyes her, sensing the guilt within the British Avenger. He knew Jessica and Peter were somewhat close. In fact, after the Goblin Wars, she was the first one he consulted in regards to Spider-Man's sudden return to form. "Maybe you should keep an eye on him for a little while and let me know if there is anything we need to be concerned about. But with Spider-Man, I wouldn't know what 'out of the ordinary' is - you would be the better judge of character."

"Aye Captain! Will do. I'll keep you posted. And thank you Steve," responds Jessica. Steve nods.

Jessica walks away contemplating her next plan of action. She made the mistake of not acting on intuition before; she wasn't going to make that same mistake twice.


	4. Enemies Arise

**Enemies Arise**

 **Avengers Quarters: Anya Corazon**

Fifteen-year old Anya Corazon, otherwise known as Spider-Girl was seated at her desk in her small temporary quarters at the Avengers Tower. Strewn across her desk were the literal works of Shakespeare. Her empty school bag is standing up near the desk. Dressed in a black T-shirt and jeans, she was busy with her homework. As part of her training in Avengers Academy, she was placed under the guidance of more senior Avenger members on certain missions. Still she is a teenager, and that means dealing with schooling, exams, and homework. Her concentration on her studies is interrupted by knocking on the door. "Come in, the door is unlocked!"

Jessica Drew, in a white blouse, and dress pants, slowly opens the door, asking "Hello Anya. How is studying coming along?"

"Hi. Lots of reading, just trying to formulate how to write my essay on Shakespeare, on his treatment of love and marriage. Did you know Shakespeare viewed 'love as a passion, kindling heart, brain, and senses alike in natural and happy proportions; ardent but not sensual, tender but not sentimental, pure but not ascetic, moral but not puritanic, joyous but not frivolous, mirthful and witty but not cynical?'

' _Okay I guess that rules love out for me,_ ' thought Jessica, and says sardonically, "Really, I thought it was all based on pheromones, and a good right cross. Listen, I will be tied up with something for the next few days, so I asked 'Tasha to take over for me in mentoring you."

Anya gave a disappointing looks, and sighs, "God, she is so serious all the time. She isn't exactly a bundle of joy and happiness."

"Hey 'Tasha may be a little more serious than me.. ok.. a lot more serious than me, but she is efficient and knows how to get the job done."

"Can't I help you with what you are doing? And what will you be doing?"

"I am helping out a friend.. and no you cannot."

Anya's eye widen, and smiling, she asks "Is it Spidey? I want to work with him.."

' _Just Great!.. another fangirl,_ ' Jess thought as she rolled her eyes. "Why do you think it's Spider-Man?"

"Well.. you are either hanging out with Captain Marvel, but she isn't here.. and you really don't mix well with 'Tasha. Steve, the boy scout, hangs out with Sharon. Logan is weird if he isn't maiming or slashing someone. Tony is kind of sleazy, and Clint, who acts like a jerk sometimes, hangs out with Mockingbird, so that leaves Spidey, and I heard that you and Spidey used to hang out a lot before," Anya smirks.

' _Couldn't have said it better myself. Now I remember why I like this kid.'_ Holding back her laughter, Jessica manages to respond, "Spidey and I _are_ close friends, and you ask too many questions, do you know that? Well, I have to go. Good luck with 'Tasha, and remember - ask questions, and then shoot, contrary to what 'Tasha says. I also expect to see an 'A' on your essay. Bye Anya."

"See ya Jessica.." responds Anya as Jessica quietly shuts the door and heads back to her quarters.

 **Parker Industries: Peter's Lab**

Since Peter's return, the most prominent legacy Octavius left for Peter was Parker Industries. Parker Industries (PI) is a high technology start-up that has been engaged in cybernetic research. Octavius in Peter's body, had been fired from Horizon Lab many months ago, then built up capital with loans from relatives and banks, and started Parker Industries.

On this particular day, Peter had quietly walked into his office/lab in the early hours of the morning and were seated in front of a workbench littered with paperwork and lab instruments. ' _Maybe I can focus on work... but everything here reminds me of Octo,_ ' Peter thought, as he picked up a bio-lab report he was supposed to have a read a few days back. He reviews the first paragraph he sees, "Simulation has indicated ATP-like (Adenosine triphosphate) characteristics in the programmed nanoids when injected into the DNA-matched biological host system. Since the nanoids molecular structure are more durable than those of cells, they are capable of carrying higher forms of energy and transferring them to the targeted biological cells." ' _Robots..Octo again..this isn't working, let's try something else_.' He then eyes a printed circuit board that belongs to one of the defunct equipment in his lab. He looks at the board, then tries to focus on the nearby schematics; he stares as his vision blurred...' _Can't seem to concentrate. Octavius.. damn you!_ ' He unconsciously slams his fist onto the workbench - cracking the wood, and bending the steel frame. ' _I need some air._ '

The work phone then rings - regaining his composure he slowly rolls over in his chair to the next work bench, and presses the intercom button on the phone- "Hi, this is Peter."

The receptionist at the other side responds, "There is a visitor here to see you, a Ms. Jessica Drew. She says you know her."

' _Jessica, what is she doing here?_ ' he wondered. "Err... yes I do. Send her in." He sits down trying to focus his thoughts.

The doorbell to his private lab buzzes in Vivaldi's Spring Concerto - another Octavius legacy. "Come in, " Peter responds. In comes the British Avenger, dressed in a professional attire, black jacket, white shirt and black dress pants. Although trained as assassin and a spy, one look at her, she would pass off as a business professional. In contrast, Pete was in a lab coat with shirt and jeans. Peter was somewhat surprised by Jessica's visit, but he also knew it wasn't hard for Jessica to locate him given the Avenger's vast surveillance resources.

Jessica enters, somewhat amused by the unique doorbell. Having been a former private investigator, she instinctively surveys the lab, looking out for anything out of place. She notices that the lab is definitely a nerd's dream. Jessica always knew that Peter was technically smart, and he, a few times, with his quick thinking helped the Avengers out of tight situations. She sees the electronic gizmos and tools scattered all over the 6 lab benches. There were several computers on the bench; most were in the screen saver mode. She notices the workbench nearest where Peter was seated was damaged, splintered as if impacted with a great force.

Peter stands up and walks toward Jess, "Hi Jess, what brings you here?" Pete looks and stares at those mesmerizing green eyes..that he always thought were so easy to get lost in.

Looking at Pete, "Hi Pete, you do. It looks like you haven't slept in days. What is going on?" She notices the bags under his eyes.

' _Succinct and to the point.. Yes that's Jess - sigh_ ,' he thought. As Peter tries to focus his thoughts on how to respond, images of Uncle Ben bleeding, and Gwen lying on the ground with her head in an awkward position suddenly flash through his mind. He was beginning to find it difficult to breathe. ' _No. I need to get out of here._ '

"Peter?" Jessica interrupts his trance.

"Er ..nothing. I am okay - just in a middle of project that needs to be done," he awkwardly looks around blinks once, twice, trying to shake the images from his mind. Another lie he thought, she probably can see right through it.

"Pete...I've known you too long ...I know you like to go at things solo..." before Jessica can finish, Sajani Jaffrey, one of PI financial investor and technology leaders walks in through the open door.

"Hey Parker! Ohhh.. sorry I didn't know you have a guest. A quick question then and I will be out of your hair, did you read the report on the experimental nano-bots in the biolab? Sajani inquired. "We need to make a decision on further funding the research. Results so far do show forms of increased ionization energy in the test cells."

"Sajani, I haven't finished reading that report yet. But if you can please do me a favor and provide a tour for my special guest around the company. Her name is a Jessica Drew, and she is a philanthropist interested in investing in some projects."

Jesse glared at Peter - ' _What the bloody hell?! If this isn't Octavius doing, I am going to kill him,_ ' Jess thought. 'Okay. _Deep breaths..deep breaths, I can always beat the crap out of him later._ ' In an angry tone, Jess mutters, "Mr. Parker, I was hoping you show me."

"I am sorry Ms. Drew. I am not feeling well, I need to go see a doctor," Peter responds meekly. ' _I am so dead._ '

Jessica's glare at Peter turns into an icy stare as a smiling Sajani approaches them. "Hello. My name is Sajani Jaffrey, I can show you the research we are undertaking in the different labs."

"Jessica Drew. Nice to meet you." Sajani and Jessica shake hands.

"My expertise is in xenotech, biology, and chemistry, so I hope I can do some of these ongoing projects justice when I show them to you."

As soon as Sajani and Jessica exit the lab, Peter takes off his lab coat, throws it on a lab bench, makes a beeline to the door, and eventually to the exit lobby of Parker Industries. In minutes, he is swinging in the open Autumn air as Spider-Man.

' _I hated doing that to Jess,_ ' Peter thought. ' _She was just trying to help me._ ' He wondered why he did do that - try to push her away. He did find her attractive. Maybe that was the issue - his awkwardness to beautiful women - bantering to hide his emotions and vulnerability. He and Jess talked many times before, but he has always kept his distance. ' _I hope she forgives me. Either that, or she'll kick my ass again and Mandrill won't be the excuse this time._ '

As Spider-Man swings through the tall buildings a few blocks away from the PI building, his spider sense flares up. He lands on the side of a building and observes the street below him. Two men in black costumes burst out of a local bank. The two men seem to be dressed in exo-skeleton suits, with head gears covering most of their faces except for the mouths. One of them was strong enough to rip the glass door off the bank door's hinges; the door falls onto the pavement shattering into millions of sharp pieces. "Let's get out of here!" Both were carrying black bags of money. A getaway van was parked in front of the bank. What was most surprising was a large oval robotic figure with six tentacles standing near the crime scene; two of the tentacles acted as legs. The robot was similar to the one he fought at the Symkarian-Romanian Border and defeated with the help of the Black Widow and Silver Sable a year ago. Through the dome shaped near the top of the robotic figure, he can make out the image of a disfigured face providing direction to the other men below.

' _No. It can't be possible!_ ' Spider-Man thought. Then all the rage and anger within him erupt to the surface. He leaps into the air shooting a web rope at the building opposite of him, and speeds toward the two running fugitives. Swooping down, Spider-Man kicks one of the men into a wall across the street, and lands, shooting a web line at the other fugitive. He yanks at him and throws him hard against the wall, cracking it. He falls near his partner; in seconds, he has rendered two bank robbers unconscious, with their money bags dropped onto the ground where they last stood.

"Finally! Spider-Man! Face Me! You'll be mine again!" - the robot, tossing cars in its way, quickly heads toward the wall-crawler.

"Octavius?!" Sensing a tentacle about to strike, Spider-Man leaps up into the air as a tentacle strikes his previous position breaking the cement pavement, and snapping a coin operated parking meter. In mid-air, he sprays the dome-shaped glass with webbing, hoping to blind his opponent. As the tentacles swings blindly, he dodges and somersaults away from their reach. Upon landing into the all familiar crouch, he fires two more web lines as low as possible at the two tentacles that the robot uses to stand on, and pulls hard. The robot, instead of crashing into the ground, holds itself up horizontally with its two topmost tentacles.

"Do you think you can best me with such a simple-minded maneuver? What's the matter Spider-Man? No more jokes?"

In response, Spider-Man snags the broken parking meter with a web line and yanks it toward himself. And as the robot starts to right itself vertically and resume pulling the web off its dome with a third tentacle, Spider-Man hurls the broken meter like a spear into the bowels of the robot. The steel pipe rips a hole through the robot crippling it. The robot tumbles backwards - **CRASH!** ; its tentacles no longer capable of supporting its weight. The robot falls hard into ground, further breaking the pavement beneath it.

Immediately Spider-Man pounces on the robot as it lays on the ground. He rips the webbing off the dome and stares at the 3D image within the dome. The disfigured head of Octavius shows itself within the dome and laughs, "HAHAHAHAHA... do you think you won?"

' _You're dead?! How_?' Spider-sense tingles like crazy - get off the robot! Spider-Man leaps backward, the robot explodes - **KABOOM!** \- sending shrapnel and debris in all directions. The explosive force throws Spider-Man into the direction of the bank; he lands hard, back first into the pavement in front of the bank doors. ' _OW! OW! OW!_ ' as Spider-Man gingerly gets up; his head still ringing from the blast. His costume torn in several places, along with cuts and bruises. ' _Just shoot me.. put me out of my misery._ ' Spider-Sense tingles again - he turns around.

"You're not taking me in!" A third robber, dressed in the same black costume as the others with headgear, emerges from the bank. However, this one holds a young blonde teenage girl in front of him as hostage. He points a gun at the girl. "Come near me and the girl dies!"

Immediately, images of Gwen flash through his mind: Gwen falling, and then her limp body in his arms. "No. Not like Gwen! Not like Gwen!" In one motion, totaling less than a second, Spider-Man shoots a web at the gun, yanks it, and tosses it harmlessly away.

The robber is stunned by Spider-Man's quick reflexes, and hesitates, uncertain as to his next step. The teenage girl takes advantage of the brief hesitation, elbows her captor, breaking free from his grasp, and flees. "No. You don't..!" Before the robber can take another step to grab the girl, Spider-Man trounces on him knocking him into the air. Instead of landing on the pavement, the robber, in the next instant, finds himself caught in a large web tied to the nearby building and lamp post. Spider-Man angrily confronts the man and begins pounding him; first blow fractures his helmet; second body blow cracks his exo-skeleton.

As Spider-Man raises and pulls back his fist for a third blow, a slender hand grabs and holds his bicep tightly. The grip was strong enough to hold back his enhanced strength. "That's enough Spidey. You won! Let it go," a woman's voice came from behind. He turns around to see Spider-Woman in her familiar red and yellow costume holding onto his arm. She pleads, "Spidey, please let it go. You've beaten them."

"He threatened her," facing Spider-Woman, he calmly puts down his arm, and looks downward.

"Yes. And you stopped him." Spider-Woman places her other hand gently on the side of his face mask. "It's okay now." She pauses and softly speaks, "I will help you through this."

Somehow. her tone soothes the anger within Spider-Man. _'Is she using her pheromones on me?_ ' As the adrenaline rush dissipates, the pain and guilt within him slowly returns, "No. I don't deserve your help."

The sound of sirens from several police cars and an emergency ambulance interrupt their conversation. "Spidey, you should go. I will handle this."

Spider-Man turns and leaps to the side of the building. He starts scaling to the top of the building. Midway, he turns and glances back at the British Avenger, who is still looking at him, ' _Why are you trying to help me?_ ' A part of him wants to reach out to her, and ask her to help make this pain and guilt go away... but no, he deserves this for what he has done to his Uncle Ben and Gwen. With that thought, he reaches the top of the building, shoots a web line to nearest building and swings away, as fast as he can, focusing solely on being Spider-Man; for only Spider-Man can escape the pain and guilt.

He swings for what seems like hours, randomly through the skyline of New York from building to building, sometimes oblivious to his surrounding environment. He swings higher, faster, as if trying to get away, escapism from being Peter Parker. Eventually, it all comes crashing down, and Spider-Man finds himself in a cemetery, in front of a tombstone that reads _Ben Parker - Beloved Husband and Uncle_. "With great power there must also come - great responsibility! Isn't that what I failed to learn?! And that is why you died! My fault Uncle Ben.. I failed you!" Tears stream from his eyes as Peter Parker, no longer Spider-Man, kneels down before the grave before him. Tonight again will be another sleepless night.

XXXXXXXXXXXXXXXXXXXXXXXXXX

Spider-Woman watches Spider-Man as he scales to the top of the building. She looks as he turns around and glances back at her, ' _I haven't given up on you yet Peter_ ,' she thought, and then she watches him swing away. She remember painfully the anger that consumed her after the Skrull ordeal. She wanted to kill everyone of those damn things! However, was Spider-Man angry at Octavius or himself?

Her thoughts are interrupted as Captain Yuri Watanabe of the NYPD approaches Spider-Woman, "What the hell happened here?!" The Police Captain looks angrily at the destruction caused by Spider-Man's encounter with the robot, the flipped cars, and burning wreckage.

"Oh there was a bank robbing party and it kind of got out of hand especially when little girls are threatened. I sort of have anger management issues when that occurs." Spider-Woman responds as she eyes the blonde teenage girl receiving medical treatment from the EMTs on the side.

Captain Watanabe follows Spider-Woman's gaze and nods her head in a non-believing shake, "God.. I should have called in sick this morning." Not that she dislikes superheroes, but writing up the report to her superiors was going to take the rest of the day and, simply put, will be 'difficult.' "I assume that is the deserving person," she points to a battered person on a web. Spider-Woman just nods. "Well.. where were you guys when we found a couple of dead bodies with their lives drained from them?"

"Haven't heard that one. Please send a copy of the police report to Avengers' Tower."

"Yeah.. sure..! Lieutenant, secure the area!" Watanabe orders another officer. The firefighters make their way to the burning wreckage as several officers hold back the crowd interested in seeing what all the commotion was about.

"Before you drag them off Captain I would like to have a chat with one of them." Spider-Woman had noticed there was something odd about this robbery - Octo Octavius' signature seems to be written all over the crime scene, but he is supposed to be dead..?

Captain Watanabe nods and heads toward the bank to further investigate the crime scene.

Spider-Woman walks over to the one caught in the web. He is barely conscious. His helmet gear was damaged and costume shattered from the onslaught Spider-Man gave him. ' _Odd - his costume looks more like just armor_ ,' she notices. "Hey are you okay? What's your name?"

The robber lifts his head up, grunts, and sets his head back down.

"We are going to get you down soon enough and some medical attention." She paused hoping her pheromones take effect on the robber caught in the web, "I would like to help you - did someone force you to get involved in all of this?"

The man in a daze, bewildered as to what is happening to him, the sudden feeling of lust, desire, and confusion, answers, "I don't know, we get our orders remotely along with the drugs and equipment."

"Drugs?"

"He told us to take them, said something about making us stronger.."

Spider-Woman quickly glances again around the scenery, at the wreckage, then back at each of the three robbers. After dealing with Octavius at least a couple of times, she knew he was a cybernetic genius, but drugs? "Thank you for your help."

As if coming to a realization, she feels a sudden sense of apprehension and grabs her Avengers communicator, "Spider-Woman to Avengers. "

"Hello Ms. Drew - this is Jarvis. How can I be of service to you Madam?"

Spider-Woman, as she talks over her communicator, walks briskly over to the metal scrap that once was a robot. She bends down on one knee and analyzes the remnants of the electro-mechanical device. The robot looks like what she encountered before, but yet different. She picks up a dismembered metal tentacle and then crushes the fatigued metal with her hands, ' _Heavier and weaker? It's not titanium._ '

"Jarvis - we need a drone immediately to my location to collect some blood samples from several robbery suspects ... and also gather up the wreckage of a robot that attacked Spider-Man for analysis..."


	5. The Anger Within Us

Thank you all for your constructive criticism. I apologize for the grammatical mistakes. The issue is time. I am writing the story as I am working in my full time job. I will try to limit the grammatical errors. Also, originally, this story was meant to be only 6-7 chapters..but with chapter 4, the framework changed. This chapter provides insight into why Spider-Woman is helping Spider-Man... and further explores the past between Jessica and Peter. Marvel won't touch this relationship, because it would limit the writer's creativity (or so Marvel thinks).. just like what Peter's marriage to Mary Jane did.

* * *

 **The Anger Within Us**

"Dr. Madame Currie Cho, people call me Maddy for short, I am here to help out with Avengers' emergency medical protocols." Smiling, the Asian woman extends her hand to Jessica. "You must be Jessica Drew, Spider-Woman. Nice to meet you. How can I be of help to you?"

Jessica Drew in her Spider-Woman costume had walked into the Avenger's infirmary. An Asian woman in her twenties across the room dressed in traditional doctor's white uniform had been perusing multiple monitors in front of her. At the sight of Jessica, the Asian woman stood up and walked over to greet her.

"Pleasure to meet you Dr. Cho. I would like to see the medical scans we made of Spider-Man a month ago, " Spider-Woman replies.

"Spider-Woman, I am not sure that I can do that due to medical privacy concerns.."

"No problem, I have level 7 security."

Maddy stands aside as Spider-Woman moves in front of the console. She watches as Spider-Woman methodically bypass the layers of security to the medical records. When Maddy first received the Avengers' assignment, she was ecstatic to have the opportunity to work with Tony Stark and Earth's Mightiest Heroes. She was expecting to see the unusual to happen; she can't help but wonder if this was one of those special circumstances. Was she supposed to alert security? – not that she can do anything to stop Spider-Woman.

As if reading her mind, Spider-Woman breaks the silence, "Normally I would go through the proper channels. However, my friend is in need of immediate aid." She sees the file directories labeled 'Spider-Man' and 'Octo Octavius' and displays the 3D results onscreen.

Maddy, still taken by her surroundings, peers over Jessica shoulders who is reviewing the last brain scans of Spider-Man and Octo. Since, arriving at Avengers Towers, Maddy had been studying the many different medical cases that have affected the many individual Avengers. Octavius taking over Spider-Man's body for almost a year was one of the more odd and creepier ones.

"I am looking to see if there are any traces of Octavius still in Spider-Man's mind."

"My specialty is in radiation, but I think I can help you with that. May I?" Maddy was glad the the Spider-Man-Octo case was one of the first ones she reviewed when she arrived at Avengers Tower; she wanted to prove her worth to the Avengers. Maddy takes control of the console from Spider-Woman and displays the report. "Computer analysis shows there are no correlation in any of the brain waves from Spider-Man's and those of Octavius," she points out. "So it seems that Octavius has been purged from his mind."

Spider-Woman is stroking her chin in deep thought, "No correlation in brain wave activity, but what about memory patterns?"

"A 3D spatial memory analysis was never performed. Mainly, because there is no reference point to compare with," Maddy looks at Spider-Woman.

"What about Reed Richards of the Fantastic Four? He might have earlier data on Spider-Man's brain activity – before Octavius took him over."

"Definitely worth a try, except I am not sure how to reach Dr. Richards," Maddy responds almost apologetically.

"I think I can reach him, or leave him a message. I will have him forward whatever data he has to you. Do you think you can perform a 3D spatial memory comparison?"

"I believe so. How soon do you want it?"

"Alert me the results as soon as possible."

"I can do that," Maddy responds confidently.

"Thank you Dr. Cho. Now if you excuse me, I have a meeting to attend to." ' _And deal with Steve and Tony_ , ' thought Jessica.

 **Columbia University Medical Center: Jane Doe's Patient Room**

"How is Miss Jane Doe doing today?" A doctor and a nurse are reviewing the daily statistics of a red-haired woman lying on a hospital bed.

"No change, Doctor – her vitals are normal."

"I don't understand how she got into a coma.. looking at her stats, she should just get up and walk away."

"I am sure we will figure it out, doctor," the nurse says optimistically.

"Hopefully," the doctor responds, as they both exit the patient's room.

Julia Carpenter, aka as Madame Web has been lying in a hospital bed for the over half a year. She has gone into a coma from the sudden influx of psionic energy that she foresaw.*1 Amazingly she placed herself in front of the hospital just as the event happened. At the time, she had just saw the death of Peter Parker, and now, even comatose, sees his return. Within the depths of her mind, she is still aware of the events occurring in the Great Web. Julia acquired her clairvoyant and telepathic abilities as well as her blindness from the original Madame Web, Cassandra Webb, just before Cassandra died, killed by Sasha Kravinoff.*2 However, a psionic link seem to have developed between her and the spirit of the deceased Cassandra Webb.

' _Cassandra, I see pertubances in the Great Web, I need to warn my friends._ '

' _No, you need to heal. We all must make sacrifices for the greater good. Your friends will find their own way_.'

' _They will suffer. She will die.._ ,' Julia protests.

' _Perhaps. It is her choice.._ '

*1 Amazing Spider-Man Vol 2 #637

*2 Amazing Spider-Man Vol 2 #696

 **Avengers Tower: Conference Room**

"How do you know it was still him?" Tony Stark looks at Jessica mistrustingly.

Tony Stark, in his Iron Man armor, is seated across from Steve Rogers, in his Captain America uniform, and Jessica Drew, dressed in her Spider-Woman costume. All three are mask-less and positioned around a round table watching a video on a 80" Plasma screen that hung in front of the conference room. The three have been in a tense debate as to what the next step is in dealing with Spider-Man. To make matters worse, an anonymous bystander has captured the bank robbery on his smart phone and has released a YouTube video. The video clip, the same one all three were viewing, shows Spider-Man pummeling the robber ensnared on his web. Such violence was similar to the scene a few months ago when Octavius was controlling Spider-Man's body; and as Spider-Man, he was aggressively handling criminal suspects punitively and without remorse.

"It's Spider-Man. I am sure of it, and NOT bloody Octavius!" an annoyed Jessica responded. She knew from the manner in which Spider-Man reacted earlier, it was definitely Peter Parker. Octavius would have struck back at her immediately if he had determined she was using her pheromones on him. No – she was able to put him in a docile state. However, whatever she says now in Spider-Man's defense will make her look biased on his behalf; Steve and Tony may already consider her too close to the situation, even though her convictions were further confirmed by Dr. Cho earlier. "He would have struck me if it was Octavius. What about the crime scene analysis?"

"The analysis won't be done for a week at least – it takes time to piece the wreckage back together. Still, I don't like this. I think we should take Spider-Man in before he can cause any serious damage."

"I disagree! He hasn't done anything wrong. If I was there, I would have taken my time and pounded that Pratt myself; the guy threatened to put a hole in a teenage girl's head!"

Steve, noticing Jessica's frustration, interjects, "I agree with Jessica. Spider-Man hasn't really done anything wrong. We should give him the benefit of a doubt before we start hauling him in. Not to mention, one of us should talk to him first." His eyes glances over at Jessica.

"Fine! We'll do it your way and do nothing for now. But if I get a call from Washington over any incident he causes, both of you will have to answer for his action! Now, if you excuse me, I have other affairs to attend to." the Golden Avenger grumpily gets up and stomps out of the conference room.

Steve turns to Jessica, "Jessica, he is your responsibility for now, but if he steps out of line any further, we are taking him down. We don't need another Pro-Registration bill looming over us."

"Understood," Jessica responds with the thought, ' _Parker, you owe me big time for this._ '

Both Avengers exit the conference room. Steve heads back to his quarters, while Jessica walks to the kitchen to get a drink – hopefully a strong drink. It was days like these that had Jessica thinking of quitting the Avengers. She hated dealing with Stark, and then there was the uneasy feeling of always having to prove herself. She just wants to get back to fighting crime on the street-level, not punching out aliens, nor demented beings with delusions of godhood, and other wackos that can explode the world with one finger. As of right now, she just wants to vent - typically after these infuriating sessions, Carol Danvers would be the recipient of her ranting, but fortunately for Carol, she is still in space. The only other person who had put up with her anger and frustration before is none other than Peter Parker.

XXXXXXXXXXXXXXXXXXXXXXXXXX

Over three years ago: Dark Reign*3

In the aftermath of the Skrull Secret Invasion, amongst the confusion, Norman Osborn has risen to power as the Chief Defense Official of the United States. Steve Rogers, Captain America, the symbol of freedom and America, is believed to be dead. Osborn creates H.A.M.M.E.R. to replace SHIELD, and employs the Dark Avengers, the evil counterpart to the New Avengers, to hunt down the New Avengers, who was led by the new Captain America, Steve's friend Bucky Barnes, and eliminate any other hero standing in Osborn's way.

Spider-Woman, her hands still glowing green with bioelectrical energy, growls at Spider-Man, "If you weren't here I'd killed them."

The two stare at Mandrill and the Griffin, both unconscious on a rooftop . Green bioelectric energy, a signature of Spider-Woman's venom blast, was still smoldering from Mandrill's mouth. The two villains had earlier attacked Spider-Man and Spider-Woman. Mandrill had attempted to mind-control Spider-Woman into killing Spider-Man. She broke free of his control and together the two heroes defeated the two villains. Spider-Woman wanted to further thrash Mandrill and the Griffin, but Spider-Man stopped her. He proceeds to cocoon the two villains up in thick webbing.

"That's not true," Spider-Man responds.

"I'd kill them both."

"You're mad."

"Well.. Yeah!" yells Spider-Woman, her fists clenched.

"You won. It's done. Let it go."

"He was inside my head!"

"And you still won."

"So we just leave them here?!"

"Well, we can't call the cops. Cops'll just let them go. They're in the Hood's Gang and the Hood is connected all the way up to Osborn."

"Ugh! You're right!"

"I know exactly what to do."

"What?"

"We'll call the Press anonymously. They'll find these guys, call the cops, and report it."

"What will that do?"

"Embarrass the crap out of them. Maybe they go to jail a week longer. Maybe that takes the Hood's Gang of Idiots down by two."

"And that's enough?" Spider-Woman questions.

"Well, it has to be. For now." Spider-Man shoots a web line and starts to swing away. Spider-Woman takes flight and follows.

They travel for a few blocks. Spider-Woman is still seething from her encounter with Mandrill. As if empathically connected to his partner's rage, Spider-Man lands on the roof of a deserted warehouse to help her confront her emotions. Spider-Woman floats down next to him. Before she has a chance to speak, "Jess, I do get it – you're still angry. And you have every right to be after what the Skrulls did to you. No one should ever experience what you gone through."

"I still want to kill them."

"But you wouldn't have. You're better than them."

"You don't know me," Spider-Woman retorts.

Spider-Man sighs, "Jess… I have seen you save countless lives – and immediately after you were freed from the Skrulls, you continue risking your life to save innocent lives. You are a hero in anyone's book, especially mines, I stake my life on it."

Spider-Woman is somewhat surprise at Spider-Man's candid admiration for her. Like many others, she can't tell if he is joking or not. She rarely sees the serious side of him and actually prefers this side.

"My uncle taught me Power and Responsibility," Spider-Man continues, " I learned how intertwined they are after I let a burglar go, and the same burglar murdered him. I was so angry. I learned to live with what happened."

"I am sorry to hear that about your uncle. It's just that I sometimes feel so screwed."

"Give yourself time. I think most of us have gone through some difficult times – it's what we do afterwards that matters. If you need to talk to someone or vent, I will be all ears. "

"Thank you Peter."

"I'm sorry that I wasn't able to help you. If I knew, I would have kept searching for you. Please know you won't ever be alone." Spider-Man pauses to make certain Spider-Woman soaks in what he just said, "Are we good for now?"

Spider-Woman nods, "Better."

Spider-Man spreads out his arms, "Time for a huggy moment." Jessica rolls her eyes behind her mask and before she can object, he hugs her for a few seconds. If it was anyone else, Jessica would have assume he is copping out a feel and would venom blast him to orbit, but there seems to be an innocence to Parker. Even with all the annoying bantering, he seems to have a moral compass rivaling Steve Rogers. "Let's go make that call and get back to Bucky-Cap. It's getting kind of late."

"You know he hates to be called Bucky-Cap."

He looks at her and shrugs innocently, if one can call it that. He then shoots a web line and starts to swing away.

Jessica can somehow vividly imagine seeing Parker's big grin behind his mask. As she floats up into the air, a smile slowly appears across her face; it has been quite a while since someone has made her laugh. She joins Spider-Man in the night skyline of New York City, and the two Arachnids stealthily make their way back to the New Avengers hide out.

XXXXXXXXXXXXXXXXXXXXXXXXXX

Avengers Tower: Present Day

As Jessica makes her way to the Avenger's kitchen, her mind drifts back to Spider-Man and the past event. She can't help but sympthasize with Spider-Man's state of mind. When Mandrill controlled her temporarily, upon breaking free, she wanted to tear him apart. Octavius was in Spider-Man's head for around a year. ' _He's angry and I can't blame him – no one helped him, yet many times he sacrificed his life to save others._ ' She wonders how she can get him to open up. Recalling her experience after the Skrull ordeal, she also didn't want to talk to anyone either.

She walks into the kitchen and sees Logan rummaging through the refrigerator.

"Hey Logan, is it safe to assume we ran out of alcohol?" Logan was the only person who was suspicious of the Skrull Spider-Woman, and one of the few people Jessica can sympathize with. If Jessica felt she was the most screwed person in the world, talking to Logan made her feel the second most screwed person in the world.

Logan pops his head out of the refrigerator door and looks at her, "Yeah kiddo..no more beer! Have to talk to Stark about this." He sees the fluster on Jessica's face. "But you have been talking to him already."

"Yes..he can be so annoying at times. There was an incident in which Spider-Man was involved and he wants to immediately drag Spider-Man in for questioning."

"Parker, huh.. don't worry about it. He probably had his iron underoos too tight. Or Dr. Cho's visit probably got him all uptight."

"Dr. Cho? – I just met her this morning."

"Yeah.. she wants to make a few changes in the lab," Logan smirks. "Wants to introduce untried stasis chamber technology into the medical infirmary. Going to undo everything Stark did..."

 _'I think I'll stay out of that one_ ,' thought Jess. "Can I ask you a personal question?" Anticipating his answer, Jessica adds "And before you say no, it is to help a friend."

Logan eyes Jessica in a prying manner, "Parker?" And Jessica nods. "What do you want to know?"

"One time, you mentioned you were filled with rage and anger, but you had amnesia.. what were causing you to behave this way?"

"I kept having dreams of the people who manipulated and used me - I wanted to pay them back for what they've done to me."

"How did you finally get over it?"

Logan pauses for a moment, "Thank Charlie for that.."

"Charles Xavier?" questions Jess, Charles Xavier, a telepath, founder of the X-Men school, and the first leader of the X-Men, who later died at the hands of his student, Scott Summers aka Cyclops.

"Yep." Logan nods. "He showed me that I wasn't going to face these problems alone and also put in a temporary barrier for me to forget until I healed. If it wasn't for him, I would still be hunting down the people who messed with me. Who knows how many people I could have hurt?!"

Jessica thinks for a second, "Thanks Logan, for answering my question. I think I understand what you gone through."

"How does that help Parker? What's wrong with him?"

"I am not sure myself. I am sort of collecting information."

"Well, if I can be of anymore help, let me know. If anyone can get through to that thick skull of Parker's it's you or maybe Carol.."

"Thanks for your vote of confidence, but why do you say that?"

Logan sighs..."You never noticed how awkward that bug gets around you?"

"Huh?"

"Nevermind... I am going out to a bar and get a few drinks. Later, Jess." Logan gets up and heads toward his quarter to grab a hat and coat.

"See you Logan." Jessica watches him leave. ' _And I need to get going so I can get through Peter's thick skull_. _Dr. Strange and Charles Xavier may not be available to help me, but there is someone else who I know can.._ '

*3 The New Avengers Vol. 1 #62

 **Lower East Manhattan: Apartment Complexes**

Jessica, casually dressed in civilian clothes with an overcoat, is standing in front of the door of a two story apartment house. As Jessica presses the doorbell, she thinks to herself, _'Either she is not home or she is and will tell me to sod off.._ '

The door opened a crack, with door chain still in place. Jessica can see the partial face of a red-head with green eyes. "Jessica Drew.."

The door closed - Jessica can hear the unhooking of the door chain. The door re-opened - out came Mary Jane Watson smiling and giving Jessica a big hug..

' _or she might just come out and hug me..?!_ '

"Jessica, how have you been? Long time no see. I don't see much of Peter's friends since he and I separated."

"You remember me?"

"Of course I do, I remember how you stood by Peter and me after that vampire guy with the bad haircut and dated suit attacked Pete.. how can I forget you?! Come in!"

A few years ago before the Superhero Civil War occurred, Jessica thought Mary Jane Watson and Peter Parker made the ideal couple. Then for some unknown reason to her, the couple separated. Jessica was too distracted with her own life at the time, so she never knew what happened. And now here she is, standing in front of the door to Peter's ex-girlfriend in the afternoon. She had found Mary Jane's address through the Avengers' database.

MJ was dressed casually in jeans and T-shirt as she leads Jessica into the living room within her apartment. "Jessica, do you want anything to drink, tea or coffee?"

"Tea would be great," Jessica responds. Mary Jane nods and walks off into the small kitchen.

Jessica sits down in one of two arm chairs in front of a small coffee table. Jessica knew at one point, Mary Jane worked as a model. The apartment, however, was not lavishly furnished but was small and cozy. The layout was simple – aside from the two chairs and coffee table, there was a sofa, and a television. Sunlight from two windows, draped in thin peach color curtains, lit the room. From the brief time she knew the couple, she knew that Mary Jane can put up many facades depending on the situation, but beneath the frontage, there is a down-to-earth woman.

Mary Jane walks back from the kitchen and hands Jessica a cup of tea on a saucer. She sits on the other armchair and faces Jessica, "What can I do for you?"

Jessica takes a sip out her cup, and places the teacup and dish on the coffee table, "I actually am here to ask you about Peter."

"Is Peter in trouble?"

"No. I'm, er.. the Avengers are concern about Peter's emotional well-being. And you know Peter, he has a tendency to go at things alone. I don't know if he mentioned to you but his mind and body were temporarily taken over by one of his enemies, a scientist named Octo Octavius. We believe that Octavius has been purged from his mind, but he has been behaving erratically."

"That I do know. His going at things alone. Pete did mention to me being controlled by Octavius, but he never gave me any details. I also haven't seen him since he mentioned the Octavius incident over the phone."

"In the past, how did Peter deal with the stress of being Spider-Man? Oh, whatever you tell me will be strictly confidential and off the record."

MJ nodded. "Oh God - he has a habit of keeping everything to himself; he feels he alone carries the weight of everyone's responsibilities. Eventually back then, he does tell me, but he doesn't want to worry me. A few times he came home, and I had to hold him while he quietly cries himself to sleep; I tried to get him to stop being Spider-Man..even just for few moments; he needs to be Peter Parker."

"May I ask did you come see me on your own accord or Avengers'?" Mary Jane inquires.

Jess looks at her, _'Is she's investigating me now - how I feel about Peter? I am not ready to deal with my emotions._ ' "A little of both. Peter and I have fought side by side so many times. And on many occasions he risked his life to save mines. I owe him that much at least, and I am angry at myself for not stopping what Octavius did to him earlier, even though I saw the symptoms."

Mary Jane's inquisitive look changes into a smile and laughs a little, "I'm sorry, I'm not laughing at you. I remember teasing Peter about you many times." Jessica gives her a confused look. "Since both of you have similar names, or at least the Spider part, so whenever he was about to head out as Spider-Man to the Avengers, I would suggest that he is dying to get back to his Spider wife. He would turn red and flatly deny it. It was fun teasing him because he thought you were, maybe I shouldn't tell you, _hot_ the first time he met you."

Jess smiles; somehow it seems easy picturing Pete in such an awkward moment. "May I ask why did you two break up? It seems you two were very happy with one another. It's okay if you don't want to tell me."

Mary Jane sighs, "We did love each other very much. It was a difficult decision, but I can't live not knowing whether he will come home or not. I felt so powerless to help him if he was in trouble..since I don't have any special abilities. There is something else on your mind, isn't there?"

Jessica pauses, "There is something else – the old reports and newspaper articles are sketchy to the events that occurred between Spider-Man and the Green Goblin over the Brooklyn Bridge, …. Gwen Stacy – who is she? How did she actually die?"

Jessica notices Mary Jane's eyes sadden as MJ takes a deep breath. "Gwen was my friend also.. We were so innocent then. Her death changed both of our lives..."


	6. That Which Defines Us

I know this chapter is overdue. I have been tied up with tax returns and projects the last few months..

\- thanks to all those who have been following for your patience.

BTW- has anyone noticed that Black Widow in the MCU has taken on a persona very similar to Spider-Woman's?

 **That Which Defines Us**

 **NYC Skyline:**

High above the midtown Manhattan skyline, Spider-Man swings from high rise to high rise heading into the SOHO area. He perches upside down underneath the ledge of a building 20 stories high in a crouch position. Immersed in pain and self-guilt; he believes himself hidden away from the eyes of the street pedestrians down below. He can clearly see the many people rushing about to their destinations in the main street, and to an extent, several of the alleys. His thoughts are racing in random patterns; he again feels the guilt of not being able to save those close to him, then the anger at himself and Octavius; back and forth his emotions swing. If only something can happen in the streets below to help him focus his thoughts and feelings.

Suddenly, his Spider-Sense painfully screams in his head. He felt it once a while ago. He looks around – at the street below him, above him, around the edge of the building – nothing unusual. Has his Spider-Sense gone nuts? He rubs his face through his mask as if he can rid himself of the sensation. People were still rushing about below him. There were fewer people he noticed, especially within the alleys, but no eventful situation.

He then sees the Brooklyn Bridge in the distance.

 **Lower East Manhattan: Apartment Complexes**

"We need to do this more often," says a smiling Mary-Jane Watson standing in front of her apartment door.

Jessica looks at MJ and responds, "Yes we should. Thank you for your help." She and Mary Jane has been conversing for the last two hours within MJ's apartment. For Mary Jane, this meeting has reminded her of the happy times when she was hanging out with the Avengers and her ex-fiance Peter Parker. For Jessica, it has been an enlightenment for her about her male counterpart.

Mary Jane's pleasant look then turns into a more solemn one, "Please do me a favor - and take care of him."

Jessica senses defeat in Mary Jane's tone. Perhaps she has given up on Peter? She can no longer help him? Jessica responds, "I'll do my best. Good bye Mary Jane."

"Bye Jess." MJ slowly walks back into her apartment and closes the door.

Jessica begins her walk back to her automobile parked a few blocks away. The sun was lowering into the horizon in the autumn air. She can use the long walk back to her car to clear her head a bit, and digest all the Mary Jane has told her. It wouldn't hurt also at this point to find a few street thugs and knock them out to reduce the tension between her shoulders.

As she strolls through the busy neighborhood deep in thought, her Avengers communicator buzzes.

"Hello. Jessica Drew speaking."

"Hi Jessica, this is Dr. Cho. We finally finished the 3D spatial analysis of Spider-Man's memory patterns. True to your suspicion, his memory engrams have been degraded by Octavius. Here is the interesting part, there are greater signs of degradation in the cognitive level over the emotional level. I am not sure what that means in terms of Spider-Man's case, and unfortunately we don't know what those memories are.. or were. The symptoms the subject may experience can be in the form of depression, anxiety, incoherent thinking, and possibly hallucinations."

"I think I may know what those memories are. Can you differentiate the more recent ones from the older memory engrams?"

"Yes. More of the recent memories have been selectively altered or destroyed by Octavius."

"Is there anyway to restore those memories?" Jessica asks.

"There have been experimental trials in restoring memory through electrical stimulants with mixed results, but … to answer your question…nothing definite. It is recommended that the patient slowly recover the memories himself or herself through time."

"Thank you for your help Dr. Cho. You have been a great help."

"Glad to be of help. Is there anything else I can help you with?"

"As of this moment, no, you helped me plenty. Now I need to find Spider-Man. Goodbye Dr. Cho."

"Good luck Jessica."

"Thanks." ' _And now to find a self-deprecating Spider_ \- _Mary Jane had said it took over a year for Peter to get over Gwen Stacy's death….'_

 **New York Cemetary: Gwen Stacy's grave.**

Gwendolyn Stacy

Rest In Peace

 _'How long has it been since that fateful day_?' *1 Peter remembers the smell of her blonde hair, the sound of her voice, how she lit up the room with her smile, and how she made his heart beat faster everytime she looked at him. It all seems just like yesterday.

In the cool autumn afternoon, Peter Parker, not Spider-Man, stands in front of Gwen Stacy's grave like he did those many years ago – when he painfully paid final farewell to the girl he loved. He is dressed in jeans and hooded jacket - no costume, for was it not Spider-Man who killed her?

"Gwen - I miss you so much. The other day, I almost beat someone to death. I am not sure whom to turn to. I feel so emotionally drain, empty. I can't sleep; every time I close my eyes, I see you dying again and again. I failed you. I failed Uncle Ben. I can't seem to help anyone close to me." Tears slowly streamed down his eyes as he walks closer to the gravestone.

Suddenly, he feels a slight tingle – Spider Sense. Peter looks around and sees nothing, but only hears the rustling noise of leaves in the distance. His head begins to throb – probably from the lack of sleep; he closes his eyes for a second and listens to the wind. The soft sound of the autumn breeze whistling through the trees in the peaceful cementary slowly gives way to the noise of a jet thruster that blasts through the air.

' _That sound – I recognize it, it sounds familiar!_ ' And then there is the the all-familiar hideous laugh that makes his skin crawl. "Goblin!" He sees the his arch nemesis circling around from 500 to 1000 feet away from him. No longer is he standing in the cemetery, but in his Spider-Man costume, on one of the cable lines of the Brooklyn Bridge. In front of him, about a 200 feet, he can make out a girl with blonde hair lying on top of the tower. The Green Goblin hovers his glider near the girl and lands.

"Spider-Man! Or should I say Mister Parker? I have your woman up here my friend.. I trust you understand what that means?"

' _This can't be real!_ ' He blinks his eyes several times – the scenery doesn't go away. Spider-Man stands there in disbelief as to what is happening. He closes his eyes and keeps them closed hoping everything goes away – but what if this was his second chance, an opportunity to save the girl he loves. This is the miracle he was praying for. He has to act. He opens his eyes, "You tell me Goblin."

"It's quite simple Web-Spinner.. Your presence in this world has been a source of constant agony to me. I wish you to leave it permantently. Or else Gwen Stacy dies."

He had replayed this scene so many times in his minds. He had spent hours, days, and months, thinking what he could have or should have done. Now those hours have becomes minutes.

"Yada, yada, yada… let's make this easier. Let her go, and I won't kick your butt as hard." Spider-Man shoots a web line at heads toward the top of the tower. ' _I need to distract him and keep him away from Gwen._ '

The Goblin hops back on his flyer, "A most chivalrous attitude. Pity, you won't live to enact it!" He flies on his glider towards the web slinger and readies an orange pumpkin bomb from his purple bag.

Spider-Man looks up, and sees the Goblin hurling a pumpkin bomb at him. Spider-Man tries to leap out of the way, but just like many years ago, he is sluggish in his reactions. He feels dizzy; his spider sense is off. The bomb explodes below him, knocking off his sense of balance. He falls, but quickly sticks onto the cable wire of the bridge with his right hand. He quickly regains his footing and balance himself on the highest horizontal suspension cable wire. And just as he regains his balance, the Goblin with his glider slams into Spider-Man. "Uhh..!"

"Brash Fool! Your end is near…why be so blind as not to see it?!"

Spider-Man is stunned for a second, but quickly regains his balance on the cable, and before the Goblin can turn around with his glider, **Thwip!,** ' _I got one shot last time, I am taking you down this time!_ ' He shoots a web line snaring the back of Goblin's head, and pulls as hard as he can. Spider-Man reels the Goblin and his glider in. As soon as the Goblin was within range, Spider-Man hits him hard with a left hook **. Wha-kow!** The force of the punch knocks the Goblin away, but he holds onto the web line that he used to ensnare him with. Spider-Man halts the Goblin's backward momentum from the impact; he fires another web line with his left hand – and yanks hard pulling the Goblin towards him again. He feels the dizziness again - if only he can shake off this grogginess. He jumps at the Goblin, entangling himself with his arch nemesis. The two begin a free fall into the water below.

"I am going to make sure you go down this time!" He wraps his legs around the Goblin, and starts striking the Goblin's face with his right fist, then left; he gives into his anger and continuously whales away at his archenemy. Again he feels a sudden dizziness; his vision blurs. He lets go of the Goblin, and instinctively shoots a web line onto the edge of the platform tower. His vision clears and he looks down – he no longer sees his arch nemesis anywhere. ' _I have got to get to Gwen!_ ' Spider-Man swings onto the side of the closest platform tower and runs up the side of the tower.

At the top of the platform, he sees a girl with blond hair laying on her side on the ground unconscious. He could only see the back of her head, and an all-too familiar black headband that Gwen used to wear. "Gwen, is that you?", part of him still can't believe all this is happening.

"You Cursed Interloper! You'll never take that girl anywhere! She's doomed, do you hear me? Doomed and so are you!" The Goblin on his glider comes swooping down from his right and knocks the girl over the edge of the platform.

"Gwen! No!" Minutes have now become seconds to react. Spider-Man jumps over the edge of the tower after her, and using his legs, propels himself downward as hard as he can using the side of the tower. He falls following her, but moreover, he must overtake her rate of descent. **Thwip! "Thwip! Thwip!** Three web lines are rapidly shot from his wrist. One line sticks onto the back of the girls head, the second web line onto her back, and the last one onto her leg. He just needs to slow her rate of descent just enough for him to catch up. He tugs lightly on the web lines.

"Yes. Caught you!" Spider-Man wraps his arms around her and twists his body around her so as to shield her from the approaching watery surface. **Splash!** Spider-Man's body takes the full impact of the water as the river engulfs the two bodies.

Minutes pass, as the serenity of the water returns to where the two bodies have landed. Suddenly, Spider-Man's head pops out of the water, "Air! I have you Gwen!" He swims to the base of the Bridge Tower and climbs onto the bottom of the platform; he carries Gwen along with him.

He puts her down and tears off his mask. "Please honey… I saved you. Don't leave me." She lays there in his arms, not breathing. "Please breathe…" He proceeds to perform CPR. On the fourth cycle, he feels the dizziness again. He blinks trying to shake the feeling, and then gazes at Gwen's motionless face once again. ' _I failed you again?!_ ' Time seems to have slowed down to a crawl. Seconds seem like hours.

Suddenly, miraculously, Gwen's eyes open revealing her emerald eyes? But she is alive! Peter's heart jumps; he feels the urge to hold onto her tightly; he won't let her leave him again. ' _I saved you! I will never let you go!_ ' He kisses her.

Gwen sits up, pushes him away, and grab hold of each of his wrists with a strong vise-like grip. She shouts, "Peter! Snap out it! You're hallucinating!"

Peter blinks his eyes, and tries to shake the throbbing in his head. His vision blurs – the scenery changes back to the cemetery. Gone is the Brooklyn Bridge, and any hope that he had saved Gwen. His heart sinks; the emptiness within his heart returns. Gwen is still buried in the cold earth. He finds himself lying down on grass, and in front of him, kneeling down over him and holding onto his wrists is his friend Jessica Drew.

"Peter, can you hear me? It's Jessica." Jessica sees the pain in his eyes, and sympathetically looks at him. She continues to firmly hold onto each of his wrists with the concern that he is going to hurt himself.

"I didn't save her, did I?" He responds as she slowly loosens her grip on his wrists and lets them go.

Jessica glances at the headstone of Gwen Stacy, and looks back at Peter. "No. You never had a chance; it wasn't your fault. Gwen loved you and would have wanted you to move on."

"It was so real."

"Peter, listen to me. Octavius erased parts of your memory. The ones he couldn't touch were the traumatic ones." She pauses to see if he understood. "Did you hear me?" He still seem somewhat confused; she had expected him to possibly be hallucinating, but not to be in a catatonic state earlier. A few minutes ago, she had found him lying in the ground swinging at phantoms; he was unresponsive to her voice, so she secreted her pheromones to calm him down.

Peter slowly nods at her. Jessica sees the tears streaming down his face. Her heart leaps out to him; she helps him sit up and had holds him close as he cries quietly. Jessica tries to comfort him, "Everything is going to be okay. I am sorry that I wasn't there when Octavius took over, but I am here now. We will get through this together." As if in agreement, he hugs her tightly.

Jessica helps Peter up. As the guilt that has been haunting him return in full force, he questions Jessica "Why are you helping me Jess?"

Jessica has been expecting this, his self-deprecatory nature, but still she wonders how much of Peter's memories are still intact. "We are friends, Peter. You promised me that I won't have to face situations alone anymore – I am returning the favor." She pauses and watches his reaction. She smiles and continues, "And one time, you came across the states to help me in San Francisco. I haven't forgotten that. You saved my life at the risk of your own many times. You were one of the few who believed in me after the Skrull invasion. You have been there for me."

Peter looks at Jessica and stares into her green eyes. Past memories from many years ago, partially erased by Octavius resurface. He remembers the sound of a door lightly closing, and light footsteps walking towards him. Her emerald eyes red from crying look at him, and she softly speaks, "I am not leaving, we are going to face this together, Tiger." Mary Jane sits next to him and they both held onto each other tightly that night long ago, the night Gwen Stacy died.

Jessica's voice awakens him from this trance, "Peter, I can't help you if don't let me in. I know you have been having nightmares."

Peter, surprised at what she just said, is at a loss for words; he feels he doesn't deserve her help. Spider-Man has caused nothing but pain and suffering to all those around him. And yet Jessica here wants to help him. He hesitates; he wants to reach out to her, but the struggle with the the urge to punish himself immobilizes him.

Jessica, sensing his indecision, grabs his hands, "I am not going away Peter."

He looks at her – His Uncle Ben died long ago; Gwen died years ago; Mary Jane is no longer there; Octavius brought back all the pain all at once. Weakly, he asks, "Help me, Jess."

"I am here...and it is going to be okay," Jessica puts her arms around him hugging him hard. "Let's take you home."

Pete, still somewhat disoriented, is braced up by Jessica. She wraps his arm around her shoulders, and positions herself to support him. Being a super human herself, she had no problem shouldering Peter's weight.

Jessica's strength and commitment to help him seem to ease some of the pain away; a sense of relief seems to propagate within Peter, as if some invisible load on his shoulder has been partially lifted. As they head out of the cemetery, Peter looks at the raven-haired woman at his side and realizes, ' _Uhh..did I just kiss her?_ ' He asks, "Back there, did we err..umm...?"

Jessica turns and looks at him with a bit of a sarcastic glare.

Images of a green light, and Tony Stark flying through the air one time, after manipulating a kiss from Jessica, flash in Peter's head, "Are you going to venom-blast me?" he asks anxiously.*2

She rolls her eyes and smirks, "You owe me a set web shooters."

"Sorry."

"Sigh," Jess mutters, "This is going to be a long night.."

As they head out of the cementary toward Jessica's car, the loud clapping of thunder can be heard in the distance. The mixture of dark clouds and the setting sun foreshadow the oncoming storm over the horizon. Jessica looks at the distant sky, and wonders in amazement as she sees a hue of emerald in the dusk sky.

 **Peter's Apartment.**

Peter was exhausted; Jessica had helped him to bed. Peter layed there on his side; he wants to sleep, but is also afraid of revisiting the nightmares and watching those he loved die over and over again. Jessica was sitting on the side of the bed next to him. She had one arm around him, occasionally comforting him by rubbing his back. Peter with his eyes half closed, has been partially rambling, and talking, telling Jessica the nightmares he has been reliving. and all the old wounds that Octavius has reopened. Jessica listened attentively to everything. She never realized how much pain Peter has suffered. Anya had said to Jessica, 'love as a passion, kindling heart, brain, and senses alike in natural and happy proportions.' It was Peter's pain that helped him survived the ordeal with Octavius. Octavius might be able to remove some of the memories which helped pushed Peter forward from his traumatic experiences, but he couldn't erase the scars themselves, nor whatever else in his heart and mind. The death of Peter's uncle created Spider-Man, but Gwen's death defined him. Jessica now understands why Peter chooses to hide behind jokes and isolation, but she wonders how miraculously he always kept his optimism.

Changing subjects, Peter asks "Jess, you mentioned that I went to California to see you. I don't remember any of that – I sometimes see flashes of past memories, but nothing on visiting you in San Francisco so far." Jessica was silent for a minute before answering - Pete looks up and notices a somewhat sadness in her expression - "You don't have to tell me.."

"Because I asked a sorcerer named Magnus to cast a spell that made all my friends forget me. I thought I have died and I didn't want my friends to feel the pain," as her eyes swelled up. *3

"Don't ever sell yourself short. I much rather have endured the pain than not ever knowing you at all in my life."

She looked down at him and smiled. "I think you need to rest. We can talk later. "

"I do feel so empty and tired," he spoke softly with his eyes closed. He then drifts off into a slumber, while she slowly strokes his hair. Jessica watches Peter as he quietly sleeps. She wonders how many times has he had really slept.

Jessica helped Mattie Franklin recover from drug addiction - but this situation was different, and much closer and personal to her. She always liked Peter, much more than she cared to admit. Peter has always been respectful to her, even when no else trusted her. At one point, like most others, she even felt envious of the relationship between Peter and Mary Jane. However, can she do what Mary Jane has done for him in those many years? And what was it that Mary Jane said - the burden of "Responsibility"- it is not right for one person to carry everyone's responsibility upon his shoulder. Can she help Peter carry the burden of his responsibility and prevent him from going insane? She doesn't know, nor does she know what the future holds for Peter and her, but she does know he needs her now. And she has to be stronger than before for Peter's sake, for he would do no less for her.

Peter falls into a deep asleep as she contemplates the situation. Then suddenly Peter starts to breathe heavily, twisting and trying to turn in bed. Jessica, sitting next to him, hugs him tightly with her spider strength, thinking - the nightmare has returned.

As she holds him tightly, Jessica places her right hand gently on his left cheek. "Shh.. Peter, I am here and I am not going to leave you." Peter seem to have heard her voice as he calms down, relaxes, and continues sleeping. She notices drops of tears flowing out of his closed eyes. Jessica wonders what is flashing through his mind; she brushes the top of his hair back and places a kiss on his forehead. "Everything is going to be okay. You can be Spider-Man again when you are ready."

XXXXXXXXXXXXXXXXXXXXXXXXXX

Dream Sequence.

"You lose Parker! I am your Superior!" yelled Octo Octavius. "Your life is mines!"

 _"I could feel the tentacle crushing me - as I was thrown hard against the wall. I struggle to free myself, but the tentacle was too strong. Again, I hit the wall. I feel the tentacles slowly tightening...too tired..can't breathe, blacking out.."_

Out of the darkness, Jessica's voice..."I am not going to leave you.."

Upon hearing her voice, he finds an inner strength and stretches the bonds of his confinement. "No..I can't give up!" Pete struggles anew against the tentacles. .. until they break! "Free!"

Darkness.. then a bright light - scenery changes to the top of a tower at the Brooklyn Bridge. Except there are no more tentacles - Gwen is standing there, as beautiful as he last saw her..smiling. "Gwen..?" He approaches her hoping to touch her to see if she was real.

"Hi Peter.." each of her hands reach out to softly hold onto his.

"How can this be?" Peter asks.

"You have help now, someone who is stronger than Mary Jane. You must now fight to reclaim that which is yours. I have to go now.." She slowly lets go of his hands and turns toward the edge of the bridge tower.

"Please don't leave me Gwendy..I miss you so much" Tears started to flow from his eyes.

Gwen turns and smiles, "I never left you."

There was a flash of light.

*1 Amazing Spider-Man Vol. 1 #121

*2 Marvel Holiday Special 2005

*3 Spider-Woman #50


	7. Memories and a Premonition

Hello Everyone..

I broke up this chapter into two. It was meant to be two, and I added more content into this chapter.

 **Memories and a Premonition:**

 **Peter's Apartment: The Next Night.**

There was darkness.. and only darkness. Out of the darkness comes the silhouette of a man. The man was in his late 50's, white-haired with a face worned down from the years, but yet still holds a gentle demeanor. He was smiling, and he looks at Peter.

"Uncle Ben?" Peter calls out.

"Yes, Peter …" The sight of Ben's benevolent face turns to anger as he grabs Peter. "Why did you let me die boy?! You had the power to stop him, and you didn't, he killed me!" A bullet hole appears in his chest, and blood slowly pours out staining his white shirt. Ben lets Peter go and kneels down to the ground, attempting to cover up the bleeding hole with his hand.

"I'm sorry Uncle Ben!" Tears coming out his eyes, Peter bends down wrapping his arm around Ben trying to comfort him.

Another man, a tall lanky white-haired man, comes out of the darkness and joins them. This person is dressed in a brown suit with black tie. The tapping of a walking cane can be heard accompanying his gait. Peter instantly recognizes the man as Captain George Stacy.

"You couldn't save him, just like you couldn't keep my daughter safe. You had to let her die, didn't you son? How could you?! I trusted you son! I thought you loved her!" George Stacy, father of Gwen Stacy, who died in a battle between Spider-Man and Octavius, looks at Peter with disdain. Blood slowly seeps out of his eyes, nose, and mouth.

Peter, holding his Uncle Ben, can only look back with anguish, as if a knife has been stabbed into his chest. "No! I do love Gwen, if I can switch places with her – I would."

A third person comes out of the blackness, the silhouette of a woman with long black hair. It is Spider-Woman dressed in full attire. She moves aside George Stacy and walks up to Peter and Ben. She pulls Peter up and seductively kisses him in the mouth.

"Jessica? What are you doing?" He pushes Spider-Woman back.

Spider-Woman smiles. A green shade slowly eminates from the lower half of her face that is not covered by her facial mask. Her jaw morphes into that of a Skrull's. "Human. Join us and we will spare your life. The human you knew as Jessica Drew is gone."

"No get away from me," Peter pushes her furtherback. "Where is Jessica?!" he screams. He swings his right arm to strike at Spider-Woman.

Spider-Woman instinctively blocks his blow with the widest part of her left forearm and raises her right glowing green hand. She touches Peter's left shoulder with her index finger, "Time to wake up!"

"Argghh!" Pain quickly disseminates from the one spot throughout the left side of his body.

Jessica's voice penetrates the blackness, "Peter, wake up – you are having a nightmare again!"

Peter opens up his eyes. Slowly his eyes adjust to the dark surroundings, lit only by the dim light emanating from the door left open by Jessica's entrance. He could make out the outline of the familiar, yet simple furnishings within his bedroom. Jessica, in a white-shirt and shorts, is sitting to his right, with her left hand on his right shoulder. Peter sits up on his bed and rubs the soreness in his left shoulder with his right hand.

"You were screaming. I came in and tried to wake you. Unfortunately, I had to sting you a little to wake you."

Peter looks at Jessica. "You're not a Skrull, are you? No, of course not. My spider sense would have gone off, " he mutters.

Jessica returns a puzzle expression, "Huh? No, I am not."

Remembering the last part of his dream, Peter asks apologetically, "Jessica, did I try to strike you?"

"You tried."

Peter notices the red mark on Jessica's left forearm. "Did I hurt you? I am so sorry!" he asks worriedly. Peter knew physically he was stronger than Jessica, even if both of them have derived their powers from spiders. In the past, when he was forced to fight Jessica, he always held back the force of his blows.

"No, you didn't," she smiles. "I am okay. But are you?" She notices the pain and angst in his brown eyes and facial expression. In the many years she had known Peter, she had never seen him so vulnerable.

Peter takes a deep breath. He is somewhat relieved that Jessica is not hurt, but the guilt of Uncle Ben's and George Stacy's death still gnaws at him. "My dreams…I remember my uncle's and Gwen Stacy's father deaths as if they occurred yesterday. I failed the people closest to me," he looks downward racked by guilt.

"Peter, look at me!" She lifts up Peter's head and hold his face in front of hers; he stares into the green eyes that remind him so much of Mary Jane's gaze, reflecting strength and resolve to help him through the toughest of times. "You didn't fail anyone! You are an inspiration to me.. and the countless lives you save!" Jessica pauses to let her words sink in. "Don't ever believe you failed anyone, have you got that?!" Peter slowly nods in agreement. She grabs hold of Peter's right hand with her left hand and holds it tightly, "I am not a psychologist – I think its time we see Dr. Cho in the morning..together."

 **Avengers Tower: Infirmary**

 **Several Days Later.**

"Jessica, I can contact some of my associates to see if there are more advanced experimental treatments for memory losses," Dr. Cho inquires as she looks at Spider-Woman.

"No. Like his secret identity, I don't want word to get out that Spider-Man is injured or incapacitated in anyway. He has too many enemies. If they find out, there will be an onslaught."

"Very well. Then I will also encrypt all his sessions as well," Dr. Cho responds.

Spider-Man, was strapped and seated in a separate room surround by life monitoring equipment. The straps were not strong enough to contain him, but just enough to prevent him from hurting himself. There was an apparatus on his head and several wired sensors on his body. Dr. Cho, seated at the console desk, and Spider-Woman, standing next to her, were monitoring Spider-Man's vital signs as well as gauge his reaction from another room separated by 3 inches of plexiglass.

"How confident are you in this method?" Jessica wonders.

"I am confident in that the procedure should awaken some of his memories; and more importantly, there shouldn't be any side effects. Octavius attacked his consciousness and erased his memories – we are trying to revive his memories through his sub-consciousness. By inducing him into a dream state, we can try to reawaken sections of his memories." Dr. Cho begins typing away at the console as Spider-Woman watches his counterpart through the glass. "I gathered as much information as I could on his memory and brain wave patterns from Dr. Richards and the Avengers database, and then I configured the electromagnetic emitters of the magnetic resonating equipment to match Spider-Man's brain waves. The next step was to perform the trial run, and gauge his reaction and any side effects from the trial run. With this third treatment, we should start re-awakening the memories that his subconscious shielded from Octavius' takeover. Best case is that this treatment starts a cascade of memory recovery. Worse case, nothing happens."

As Dr. Cho's key clicks fills the silence in the room, Spider-Woman turns her head to eye the displays on control desk. She can see the regular rhythm of Spider-Man's heartbeat, his blood pressure, and other vitals.

"I am inducing his dream state now." One can hear the slow hummng of electronics equipment being activated. "In ten minutes, I will start electrical stimulation."

' _I hope this works for your sakes, Peter – you have too many enemies_ ,' thought Jessica as she stands quietly behind Dr. Cho.

After about ten minutes, suddenly, all of Spider-Man's vitals starts to jump. Both women glance through the glass into the other room. Spider-Man is starting to struggle in his chair. His readings go off the charts.

"What's going on? Is he having a panic attack?" Jessica yells.

"I don't know. I am powering down the equipment," Maddie responds. She presses a series of capacitive touch screen buttons.

At the same moment, Spider-Man can be heard screaming "No!" He breaks out of his straps, and using both of his hands, rubs his face through this mask.

Both Dr. Cho and Spider-Woman rush into room where Spider-Man was seated. He looks at them. Then he stares at Jessica. Jessica senses a pain within his heart. "I'm fine." He gets up, tears off the remaining straps on his chair.

"Wait. What just happened?" Jessica asks in a worried voice. Spider-Man starts to reach out with his hand to Jessica's face, and then hesitates.

Dr. Cho adds, "I need to perform some tests to make sure that there are no problems or side effects caused by the treatment."

"No." Spider-Man looks at Dr. Cho, then Spider-Woman. "Just leave me alone!" he storms out of the infirmary.

Spider-Woman and Dr. Cho looks at one another. "Another nightmare?" asks Dr. Cho.

"No. This is something different. He was reaching out to me."

Dr. Cho briskly walks back to the console desk with Spider-Woman following, and sees diagnostic messages on one of the screens, "Odd, the electromagnetic wave emitters only turned on for a minute before the program crashed. His episode started about 1 minute after the program shut down. I am confused – he may have just experienced some kind of flashback caused by the Octavius' incident."

"I am going to talk to him," Jessica quickly walks out of the infirmary as Dr. Cho reviews the diagnostic errors. "Friday, where is Spider-Man?" One of the advantages of being in the Avengers' Towers was having an Artificial Intelligence (AI) available to assist you with any concerns; it was nice luxury that Jessica has gotten use to.

The AI female voice responds, "Spider-Man has left the building."

' _Damn!_ ' Jessica thought. She now has to find him. "Thank you Friday."

"You are welcome, Ms Drew."

 **New York Skyline:**

 **Near Manhattan**

Spider-Woman flew over the cemetery and Queens. She checked Peter's apartment. There was no sign of Spider-Man. Night was starting to settle in. Somehow, his emotional departure involved her, she thought. Her intuition takes her flight path to Manhatten, or more specifically within the area of the Oscorp building. It was there where she and Spider-Man had their first reconnaissance mission.

Sure enough, on one of the rooftop of one the buildings facing the Oscorp building, she sees the all familiar crouching position of a certain red and blue vigilante. 'Did he notice her?' she wonders. 'What is his state of mind – Octo Octavius or Peter Parker? Will he talk to her? Or will she have to take him back to Avengers Tower by force?' Will she have to deal with Peter Parker or his inner demons?

Jessica has fought Spider-Man before, but not by choice. He was clearly the stronger of the two; for some odd reason, she never developed the proportionate strength of a spider, but she was definitely the more experienced fighter. She had beaten Spider-Man in hand-to-hand combat in the past, but since then, partially motivated by her, Spider-Man had learned and adopted a new fighting style, which he calls Spider-Fu. Coupling this new fighting style with his Spider Sense, Spider-Man would be a very formidable adversary to take down without serious injury to either him, her or both. More importantly, Jessica has developed a close bond to Peter and she just doesn't want to fight him. Fortunately, much of her concerns were allayed to rest as she lands softly on the roof of the Manhattan building.

Without glancing at her, Spider-Man asks "How do you always find me?" He continues to stare at the Osborn building as the night slowly engulfs the Oscorp and the surrounding buildings. The search lamps around the building lights up in an attempt to portray the building as a beacon of technological achievement. For the two Spiders, however, the building more likely appears as a gateway to hell.

"Maybe we are bound to the same web?" She walks up him. "Kind of nostalgic for you to be here, isn't it?" Spider-Woman asks rhetorically. He crouches there, still motionless, watching the Oscorp Building.

"Well you never did tell me if we were on a date," he quips back and finally turns his head towards her, his reflective lense not giving any insight to his emotions.

"You heard what happened to the male spider after mating with the female spider?!"

"You really know how to ruin a romantic mood!" he responds.

"I learn from the best," she responds sarcastically.

"Ouch.. that really hurts."

Jessica thinks for a second. Even as annoying as Spider-Man's bantering has been to her, he always has shown her the utmost respect. Maybe she shouldn't have said that; he is not the same Spidey she is accustomed to..at least not yet. "Sorry. I take it that some of your memories are returning." She pauses, "Spidey, where have you been and what did you see back there in the lab? One minute you were calm, and then you started to react violently."

Spider-Man was silent – he just looks at Spider-Woman. He should just get away. Then perhaps no harm will come to his friend. Uncle Ben died. Gwen's father, and then Gwen herself died.. No. Not like Gwen. He won't ever let that happen again. Julia is the key. She can see the future, but where is she?

She walks closer to him until they were less than a foot apart, "Peter, tell me what's going on. I cannot help you if you don't let me in." Even without verbal communication, Jessica senses the agony within her counterpart.

Spider-Man hesitates; knowing Jessica, he realizes she will never let it go. "Everything is hazy." He pauses and looks at Spider-Woman. "There was light, some kind of energy that glowed and dimmed; I thought I saw a bunch of little robots, perhaps octobots – I am not sure. I think I saw Julia Carpenter – except she just looked at me and didn't say a word. I tried to reach out to her, but she disappeared; I was entangled in a great web that I kept trying to shake free. I couldn't break free of it. Then the next thing I know, I was holding you in my arms, and you were… bleeding, and dying. I couldn't stop it." His head lowers down; even with the mask, Spider-Man's pain shows through to her.

Spider-Woman is moved by his concern for her, but yet perplexed; she doesn't know what to make of his dream. She should feel unnerved, but yet she has faced death so many times, and at one point, she did die. Instead of showing any shock or fear, she merely puts her steady hand on his shoulder, "I appreciate your concern about my safety, but we all have nightmares, and we shouldn't second guess ourselves because of them." She pauses, "Besides, I am Spider-Woman for a reason – I do know how to take care of myself."

"I know Jess, but Julia was there, and I just don't want to lose anyone else close to me." Spider-Man is silent for a minute. "I am sorry for my behavior earlier."

"You haven't lost me. And apology accepted; you should also apologize to Dr. Cho. Both of us were just trying to help you – and don't let it happen again; next time, you tell me exactly what's going on." Her counterpart nods. "Still.. strange though, I haven't heard from Julia for awhile also, and she hasn't come up on any scans recently. She seems to have disappear, but she is known to disappear, and then suddenly reappear."

"Tell me about it.." Spider-Man says sarcastically. "I've been looking for her. I think she has the answers, but I can't seem to find her. Maybe she's mad at me because I threaten to moon her one time."

"That would have been a sight," Jessica laughs. She then turns back to a more serious topic, "Do you think the neuro-treatment is helpful? Do you want to continue?"

"Sure – it's not everyday a person can get his brain cells fried – do you think by holding onto some cheese and bread, I'll be able to make a cheese melt?"

"Don't goof around. I hate it when you goof, " she smirks. "Let's leave this place. I don't care much for the sight of the Oscorp building."

"Aye, Fair Spider-Woman," Spider-Man quips in response.

Behind her mask, Spider-Woman can only roll her eyes and shake her head before heading into the sky. Spider-Man follows.


	8. Return of the Octobot

**Return of the Octobot**

 **New York Skyline: A Week Later**

' _I hope Jessica is having more fun than me with Tasha and Anya,_ ' Spider-Man thought as he sits alone on a ledge overseeing a busy street, filled with slow moving cars looking for parking, and some pedestrians. The sun has already set two hours ago. He also has a good view of several dark alleys perpendicular to the street, and partially lit by the main street lights. Spider-Woman is busy with Natasha; both are celebrating Anya's final day as their mentee. Anya will be joining the West Coast Avengers to further her training. He chuckles as he wonders what kind of trouble three Spider Women together can cause.

Yesterday, Dr. Cho said the treatments seem to have vastly improved Spider-Man's mental health. Part of the quick recovery may still be attributed to his accelerated healing factor. Tonight is the first night Spider-Woman has let him go solo into the night. Not that Jessica has been overbearing, in fact, she has been very supportive, both emotionally and spiritually throughout the process, and even more surprisingly to Peter, she has been _very patient_ and _tolerant_ of him. Each therapy session forced him to relive certain memories – the memories were not as traumatic or impactful as Uncle Ben's and Gwen's deaths, but he would spend hours talking into the night to Jessica about them. She listened attentively, and shared some of her own experiences while providing emotional support whenever necessary. She also began engaging him on a more personal level, telling him her likes, dislikes, even occasionally laughing at his jokes, and, near the end of last week, putting up with his antics, the highlight of which was being convinced to watch Looney Tunes on the telly with him. Jessica has taken up residence in the spare room in his apartment to help him through any nightmares, and to monitor him for any regression in his status.

Spider-Man looks at the street with bustling traffic below. Nothing special until his peripheral vision catches something small with long legs moving in one of the dark alleys in front of him. He peers again into the blackness; he sees nothing or is it hiding in the shadows? ' _Spider Sense didn't go off, but something moved there._ ' Then again, didn't his greatest enemies know how to manipulate his spider sense? The HobGoblins found a way to jam his Spider Sense, thus allowing Octavius's octobot to attack him and initiate the mind transfer incident. The thought of Octavius' octobot sends shiver down his spine. No, he won't let that happen again.

Focusing on the alley, he goes into a crouching position, is about to leap into the air and swing into the alley on a web line when, "Boo!"

Spider-Man's heart jumps out. He somersaults backward and lands on his feet into a fighting position, only to be confronted with the familiar red and gold of costume of his counterpart. He relaxes and screams with both hands up in the air, "Arggh… I hate it when you sneak up on me! Did I just pee in my pants?!"

Spider-Woman is laughing with her arms crossed. "Well.. what do you expect from a former assassin and spy?! Doesn't your spider-sense tickle or something?"

"That's tingle!" Spider-Man said defensively. "It doesn't _tingle_ when someone I care about tries something." He looks at her with his lenses narrowed. "You're doing this on purpose, aren't you? To get even with me all the jokes I made." Ever since Dr. Cho confirmed that Spider-Man's condition has made great strides, Spider-Woman has begun picking on him every chance she got.

"Of course I am! My job is to drive you batty. Now Spidey, what is this about caring about me?" she smiles wickedly walking up to him and stroking his jawline with her right hand, and finally pinching his nose like she has done many times in a flirtatious manner.

"Well… I ..uhh appreciate all you have done for me." Just then Spider-Woman's Avenger ID card lights up – BZZZT - priority 2 meeting.

"Damn!" Spider-Woman says disappointingly. "We will have to continue this conversation at a later date. I got to go – don't wait up for me. And don't stay out too late. I will see you later back at the flat." She flies off leaving Spidey who is relieved from the awkward situation.

"See you later Jess." In a short span of a few minutes, Spider-Man had felt fear, annoyance, and then awkwardness. ' _Why do I get this feeling she knows how to press my buttons?!_ '

Spider-Man glances again back into the dark alley. He fires a web line and swings over. The alley is close to pitch black. No Spider Sense – he shines the Spider-light on his belt around the alley. Except for some trash littered all over the dirty pavement, he sees nothing. On closer examination at the base of one of the walls, he notices some faint scratch marks.

 **Avengers Towers:**

 **Global Monitoring Room:**

Tony Stark, with his face exposed, in his Iron Man armor points at a blinking point of light on a 3 dimensional hologram of a rural area. "We are seeing an unusual energy signature within the Balkan nation of Transia – the energy seems to be emanating from a location on Mount Wundagore." He expands the blinking light into a physical structure of plasma energy. "The energy doesn't match anything in our database. However if we phase shift the energy 90 degrees, the energy comes close to.."

Jessica Drew finishes Stark's sentence, "the one used by the High Evolutionary." She is standing next to Natasha Romanoff, the Black Widow, who looks at her surprisingly; both women are in full uniform. Jessica has mixed feelings at the thought of Wundagore. She doesn't care much for the High Evolutionary's experiments with evolving animals into more advanced beings, even though the High Evolutionary at one time protected her when she was a child. The cow-woman Bova of the High Evolutionary's New Men raised her upon the death of her father Johnathan Drew. However, because Jessica was human, these creations of the High Evolutionary later ostracized her from Wundagore Mountain.

"Exactly," Steve Rogers, with mask down, and in full uniform, continues. "Since Transia is a sovereign nation, we can't waltz in there and start investigating. We would have to go through displomatic channels. However, by then, most likely the energy signature would be gone. This is a stealth reconnaissance mission. You two are the most qualified in scouting and information gathering; you are not to engage the enemy."

Stark resumes, "Most likely, the High Evolutionary is not responsible, but we need to investigate."

Steve continues, "The two of you are to fly in stealth mode into Transia. Upon landing, you will mix into the population as travelers through the countryside. Remember, the goal is to gather information and assess the situation. Departure time is at 0600 hours. Any questions?"

Both Jessica and Natash speak in unison, "No."

"Okay, meeting is adjourned. The two of you should get some rest before your trip," Steve finishes.

As they all walk out of the Global Monitoring Room except for Stark, who is still fiddling around with the equipment, Jessica pulls Steve to the side, "Steve, can I speak to you privately?" Natasha looks inquisitively, but then realizes it is none of her business, continues walking back to her quarters.

"Yes…" The two goes off to the side in the deserted hallway, "Is this about Spider-Man?"

"Yes. He isn't ready to be left alone."

"I spoke to Dr. Cho earlier. She said he has vastly improved."

"He has, but still needs to be monitored. He isn't ready; he has many enemies, and he isn't ready to handle some of them."

Steve takes a deep breath and thinks for a second, "Jess, I understand your concern and it is noted. He is Spider-Man afterall, and you will only be gone for a week. He should be fine. Because of your familiarity with the Wundagore area, we need you to head this mission. And if it makes you feel better, Carol is supposed to be back in a few days, I will ask her to keep an eye on him. Now go home and get some rest. You have a flight to catch early tomorrow."

"Okay.. fine. Good night." She doesn't like the idea of leaving Peter at this time, but she is an Avenger first; at least for now until she resigns. However, if Carol can look after him - whom else can she trust if she cannot trust her best friend Captain Marvel? The only issue now is to make certain that Spider-Man doesn't do anything _stupid_ before Carol returns from space.

"Good night Jess," Steve responds. She heads back to her Avengers quarters to do some packing.

 **Avengers Tower:**

 **Landing Bay: 0500 Hours.**

Spider-Woman and Black Widow are moving supplies into the Quinjet assigned for the trip. Each of them had packed a weeks worth of civilian clothes so both can mix in with the population. In addition, the two still need to perform a system check on the plane before departure.

Spider-Woman is pre-occupied with going through the list of necessary supplies and system checks when Black Widow's voice interrupts her thoughts. "I think you have a visitor," Natasha points out to Jessica a red and blue figure standing and waving at them a hundred feet away across the bay. Surprised, Spider-Woman turns her attention to the visitor and walks towards him.

"Is something wrong Spidey? This is a little bit early for you." Spider-Man stands there in silence. "Did you have a nightmare?"

Awkwardly he rubs his neck, and then slowly speaks, "Umm. No - Nothing like before, even though I still get angry everytime I think about what Octavius did to me. I couldn't sleep; I got up and read your note. I just wanted to see you off."

Behind her mask, Jess furrows her eyebrows with a smirk. She crosses her arms. "Really?"

"Really Jess, I am here to see you off. Please be careful. I am going to miss you."

Jessica senses the concern as well as the sincerity in his voice. Throughout her time here as an Avenger, no one had ever made such an effort to see her depart on a mission, even if it was just for a few minutes of his time, not even Clint. And having been orphaned at an early age, she taught herself to be strong and never dependent on anyone. With Spider-Man's surprise visit, Jessica softens her posture; somehow the feeling of being appreciated gave her a warm feeling inside. "I'm going to be okay. I know you are still angry – someone once advise me to always remember who I am and to 'give it time,' and I'll be okay – do you remember who said that?" She smiles as he nods. "Hey..I am just going to be gone for about a week."

"Yeah.. I am still going to miss you."

"I'll be back before you know it," she hugs him for a minute before letting go. "No late night web-slinging, be back by midnight, and do not engage in any major villains until I get back," she speaks in a lecturing tone.

"Aye Jess," Spider-Man gives a mock salute. "I guess I can spend some extra time in the lab finishing up a couple of projects. I'll be here when you get back."

"You better be..and yes.. spend some time to finish your projects, especially mines," Spider-Woman winks through her mask and smiles. "Pinky promise?" She holds out her hand. Spider-Man chuckles, wraps his pinky around hers and agrees.

"I have to go – take good care of yourself." She scuttles back to the shuttle bay area, not before glancing back one more time. Spider-Man waves to her and to Natasha, and watches them for a few minutes before leaving.

For the next half hour, Spider-Woman and Black Widow make their final preparation for the launch. Spider-Woman secures the last box of electronic equipment into the cargo area of the Quinjet and makes her way to the co-pilot seat. Black Widow will be flying the Quinjet into Transia. The goal is to land the plane near one of the villages closest to Wundagore Mountain.

"All system checked," the Russian spy informs her colleague.

"Then let's get this show on the road," said Spider-Woman as she secure herself to the co-pilot seat next to the Widow.

Black Widow flips a few switches that initialize the flight electronics, and speaks into the flight console, "Avengers Flight Command, this is Quinjet 2, all settings are a go."

The launch area bay doors slowly opens up. The computerized voice of Avengers Tower comes on the console speakers, "Quinjet 2, this is Avengers Flight Command, launch when ready."

"Aye, launching." The vessel vibrates as the engine ignites. Soon the vertical thrusters lift the plane off from the bay area. The vertical thrusters give way to the horizontal ones, and the Quinjet takes off into the dawn sky, leaving New York airspace, and leaving behind a figure that is clinging to a side of Avengers Tower and waving at the departing jet.

Natasha had flown many flights before – she quickly steadies the Quinjet once the the desired altitude was reached. Once all indications that the jet is stabilized on route, she turns on the autopilot. "I guess you and Peter are a couple now."

"What was that Princess Zelda?!" an annoyed Jessica responds.

Natasha ignores Jessica's response. She knew Jessica well enough that when it comes to personal matters, Jessica can become defensive, "Peter is a real great guy, but he has a tendency to look at things rather innocently."

"We're just friends."

"Well, I hope your _friendship_ works out," she smirks. "Because he is also my friend."

' _Me too_ ,' thought Jessica.

Natasha reviews the flight statistics on her monitor for a minute. "ETA will be in 3 hours," the Widow reports. "Jessica, we have about 3 hours to kill, why don't you fill me in what you know about Wundagore Mountain."

 **Four Days Later:**

 **New York Skyline:**

"So Bruce, just you and me tonight. Jessica is on a mission – I hope she is okay. Yeah, I kind of miss her. I finally gotten use to having someone to talk to again." Spider-Man is perched near a gargoyle statue at the top of a building in the late afternoon. He remembers, since Mary Jane's departure, finding it many times in the past therapeutic to discuss subjects that was on his mind with a lifeless statue. He stares again at the gargoyle on his right, and answers, "No, I don't think I stand that kind of chance with her – with the good 'ol Parker luck, she would probably kick my butt if I tried something like that. She already did that before for other reasons." He starts chuckling, "I remember when Spider-Woman venom blasted Tony and the other Avengers at the Avenger's Christmas party for manipulating a mobile mistletoe over her head. Believe me, I don't want her ticked off, especially at me." He looks at the city below him and then back at the statue. "No offense Bruce, but Jessica will have me committed if she sees me talking to you. See ya Bruce!" He propels himself into air.

Spider-Man immediately places both his arms at his side as well as his legs together, as he imitates a projectile cutting through the air. He reaches the apex of his leap and begins his descent. Free-falling through the air has always given him the adrenalin rush that he rarely obtains elsewhere. "Whoeeeee!" Spider-Man screams.

At the corner of his eye, he catches sight of an object near the ledge of a building partially illuminated by the receding sunlight, hiding behind a vent shaft. Spider-Man focuses on the device and sees the one thing that he thought he saw a few days earlier, a small robot with eight tentacles. He quickly shoots a web line to the nearest building and swings around the corner. Spider-Man clings to the side of the building and peers at the object around the corner. The small octobot doesn't seem be moving.

He feels anger, yet fear that Octavius may find some way to take over his mind again. ' _How can this be? Octavius is dead. Yet, that is an octobot, much like the one that got the drop on me and initiated the mind-swap with Octavius. No Spider sense – maybe just a scout? And most likely it will sense me if I get close enough to put a spider tracer on it. Jessica told me to not to engage the enemy…_ '

Precisely at sunset, the octobot begins to stir. Spider-Man is still watching it from a distance.

' _Maybe it will lead me toward the source. I can engage in a scouting mission of my own._ '

Spider-Man follows the octobot from the midtown Manhatten to an old 3-storied warehouse by the piers at the waterfront. The octobot was faster than he expected. It was capable of leaping several feet in the air as well as jump from roof to roof.

Spider-Man eyes the warehouse from a distance. ' _Shall I go in? I promised Jessica – nothing wrong with investigating as long as I don't engage with a major baddie.._ ' As he debates within himself, he feels his spider sense tingling, telling him to - leap forward! A missile whizzes by him, narrowly missing him and explodes behind him. **Boom!** The force of explosion thrusts him forward out into the open space between the warehouse and the building he was on. He lands face flat down into the street.

"I really hate missiles and explosions especially when they are aimed at me." Spider-Man hears a whirring and thumping sound, then slowly pulls himself up; he shakes his head to clear his mind as his spider sense again tingles for him to look up.

Before him, stands a robot similar to the one he faced before over a week ago. However, this one seem different, and bigger. On the top of the oval-shaped robot, was a glass dome with the same disfigured face that he saw before. Two of the eight tentacles was holding up the robot.

"Gee, Doc..if that's you, I didn't realize you were into missiles." Spider-Man looks at the robot towering twelve feet before him. "Nice to notice that you still make a great Halloween prop."

"Witty banter isn't going to help you. I am going to enjoy again taking your mind apart memory by memory." The anger within Spider-Man flares up – he so much wants to tear into the mechanical robot in front of him. His only restraint from acting impulsively is the echo of Jessica's voice through his thoughts – remember who you are. Spider Sense tingles to move back - suddenly two tentacles come crashing down on Spider-Man's location. **Smash!**

"Hey careful, the costume does wrinkle!" Spider-Man somersaults backwards at the last second – he shoots his web **Thwipp!** at the glass dome on top of the robot. The web slips off the glass dome. ' _Aw nuts! He added a non-stick coat to his glass_.'

"Oh, did I forget to mention that I added some improvements?" the voice from the robot said smugly as it starts to scramble towards him on two of the tentacles.

Spider-Man shoots two web lines at the roof of the warehouse and pulls himself over the rampaging robot onto the warehouse wall. ' _How the heck am I supposed to stop it? It needs power, but where is the power panel? Maybe it still has a soft underspot?_ ' "Yaahooo Mr. Robot… I am right here!"

"Insolent dolt!" The robot turns and runs toward Spider-Man. At tentacles length, the robot swings its two topmost tentacles together, hoping to hit the wall-crawler.

Spider-Man senses the two tentacles coming at him in slow motion – he waits for two tentacles to close on him and reacts at the last possible moment. He leaps over the oncoming robot and flips himself into a landing position. He then shoots web lines **Thwip! Thwip!** at the two lower tentacles and pulls on them as hard as he can. As expected, the robot falls forward, but the two top most tentacles stops it from hitting the ground. He shoots two more weblines at the robot and slingshot himself feet first into the robot bottom. **Klang!** The kick dents the bottom, but he bounces off onto the ground.

' _Argh.. he strengthened the bottom of the robot_.' Spider sense tingling – too late, one of the flaying tentacles hits him. **Bam!** Spider-Man is sent hurtling back.

' _Ugghh.. bad idea. How do I stop it? Can't see the power access panel. Heavily reinforced steel/titanium alloy armor.. wait a minute, that's the key - its heavier._ ' His peripheral vision catches the 12 feet wide weathered-beaten pier to his left. ' _This might hurt a little._ '

The oval robot was already standing upright again and facing Spider-Man. Spider-Man leaps at the robot aiming for the glass dome on the top. He ducks under one of its right tentacles trying to swat him away. "Hey, I bet I can make gorilla cookies with your face!" He see one of its left tentacles coming at him – instead of dodging, he times the contact. **Wham!**

The impact knocks Spider-Man down, rolling into the pier. He gets up slowly. ' _Oww…that still hurts!_ ' He pretends to shake the blow off. ' _Come and get me!_ ' The robot is almost instantaneously on him and swipes at him. Spider-Man flips backwards further into the pier to avoid the metal arms. "Why don't we make this easier – we know the bad guys always loses. Your resume must be full of bullets that say beaten by your friendly neighborhood Spider-Man!"

"Grrr.." The robot chases Spider-Man further down the pier. Six of the robotic tentacles starts to flay away at Spider-Man, trying to hit him.

' _Now I got him angry.. spider sense don't fail me now._ ' Spider-Man jumps between two moving tentacles, as he shoots two web lines securing the two standing tentacles to the the planks of the pier. He grabs a third one that is moving up. The tentacle pulls him up along with it – and just as the robot was about to smash the tentacle back down with him along it, he shoots a web at the center of the robot. **Thwip!** He pulls on the web line and slips underneath the robot through the two standing tentacles. Before the robot can recover from Spider-Man's acrobatic maneuver, Spider-Man goes to the side of the pier and shoots two webs at the supporting beams at the end of the pier. **Thwip! Thwip!** He then pulls hard! **Crash!** The sound of wood breaking fills the evening. "I think you need a bath to clean some of those bird droppings!"

A part of the pier tumbles down. Before the robot can react, it falls down into the murky water along with planks and beams. Spider-Man jumps to edge of the remaining pier and waves to the sinking robot 15 feet away. "I never seen an Octopus that doesn't like water before!" he quips.

"You haven't won. I'll get you Spider-Man..this is not the end." The robot struggles to gain a foothold on the soft muddy sea bottom. In one final attempt, the top of the robot tries to jump out of the water. The glass dome on top of the robot reaches a foot or so high above the water level, before it sinks back down. The robot slowly submerges into its waterly grave. Bubbles of air floods the water surface.

"Wait, you forgot something! Catch!" Spider-Man grabs a large wooden plank and throws it at the glass dome near the water surface, cracking it." Water seeps into the robot and sparks of energy flash in the water. ' _And good riddance!_ ' Spider-Man stands up and starts to dust the dirt off his hands and arms. "That's a wrap."

Spider sense flares up - suddenly the side of the warehouse facing the pier comes crumbling down. **Crash!** Four more robots burst out from the warehouse. One robot steps before the other three. The disfigured face on top of the lead robot speaks, "It seems I have underestimated your recovery, or perhaps it has something to do with your meddlesome counterpart - but no matter…I'll torture and rid of your existence in another way."

"Guys, can we talk about this? I actually have an appointment elsewhere." Spider-Man goes into a crouch and assesses the situation. ' _Oh crap! Jessica is going to kill me._ '


	9. Wundagore Mountain: REBIRTH

I have been pretty busy lately.. I am not sure when the next chapter will be ready, but as I mentioned before, expect Captain Marvel. Hope you guys enjoy...

 **Wundagore Mountain: REBIRTH**

 **Wundagore Castle**

Simple mission supposedly – yes, most likely in and out of the place within a week. Yeah.. right, when has that ever happen?! First, however, locate the energy signature, then observe without, most likely, getting shot at or killed, and finally, get the hell out of there. However, back to the first part, locating energy source means crawling through a dirty, dark, and damp tunnel, dirty as in not just filthy with soot, but also enduring a moldy stench. The musty smell would have irritated most people, but fortunately for Jessica, even with her heighten senses, has become accustomed to such smells due to her training. The odor doesn't seem to be bothering Natasha either. Her partner seems totally unfazed,or at least she is not letting it on that she is bothered. Hydra training involved crawling through mud, and other disgusting sludge. Who knows what Natasha had to go through to become immune to wretched stenches and nauseating muck. Still, the smell was not as bad as other places Jessica has experienced; at least she doesn't feel the onset of a headache. ' _I really gave up my private investigator job to be a lofty Avenger,_ ' Jessica thought sarcastically.

The two were making their way through a dark tunnel underneath Wundagore Castle. Both of them had night vision lenses strapped to their faces. 24 hours earlier, the Quinjet had landed in an open area in a forest near a village. Dressed in simple clothing, a robe, and cloth boots. the two made their way through the woods to the village. To say the two were defenseless was an understatement. Natasha, in typical fashion packed underneath her clothing has enough armament to take out an army, figuratively speaking, of course.

Their portable energy scanners have guided the two women across fields littered with flowers. Wundagore Mountain was an older mountain – much similar to the Appalachian Mountains in the Eastern part of the United States. The mountain has been worn down by time, moved further south by plate tectonics activiy – no longer snow covered, but vibrant with vegetation and exotic flowers. With proper cultivation, one can probably place a resort on the mountain. What presently stands out near the peak of the mountain is Wundagore Castle, overseeing a small village below. Decades ago, Dr. Herbert Edgar Wyndham, or better known to the world as the High Evolutionary, performed experiments accelerating the evolution of animals to more advanced beings. With moderate success, he created the the New Men warriors, otherwise knows as the Knights of Wundagore. Wyndham equipped them with advanced weaponry and armor to fend off the the evil demon Chton, sealed within the mountain. Upon defeating Chton, supposedly, the High Evolutionary ended his experiments at Wundogore Mountain, and has taken his New Men to Counter-Earth.

As the two strolled earlier through the forest and fields, the Wundogore landscape also brings back Jessica's past memories, memories of a childhood that never came to be. Before she became ill with radiation poisoning at a young age, she used to play in the mountain areas. Both her parents were scientists exploring the adaptivity of spiders within the region. Jessica remembers the last moments with her parents; her mother crying as she held her tightly, and her father injecting her daily with an experimental serum based on irradiated spiders' blood before being placed in a genetic accelerator. She wakes up decades later to find her parents gone, and under the care of Dr. Herbert Wyndham. She is then some times later ostracized from Wundogore, and brainwashed by Hydra. Parker called his life's misfortunes "Parker" luck. Her past has not been a bed of roses; maybe she should she call her luck, "Drew" luck? Heck, she remembered when she first met Peter as Spider-Man. Peter had caught her returning money that she, in the moment of panic and desperation, had stolen. Once he heard her history, he said her life sounded just as bad as his and let her go. Pitied and released by Spider-Man..is that possible?!

Natasha and Jessica had been crawling for ten minutes in the pitch dark. Ever so often, the two would see large rats scurrying along. Jessica hated rats. More than anything else, she wants to venom-blast these creatures to oblivion. However, the noise from the venom blast would probably give away their presence. So now, she has to bear and endure the pesky little critters.

Natasha looks at Jessica with an air of concern. She was quite aware of Jessica's dislike for rats, and her propensity to be impulsive at times. However, on this trip, she sense additional anxiety in Jessica – bad memories, or perhaps she is worried about Spider-Man? "You used to play here as a child?" Natasha whispers.

Jessica nods, "Except there weren't as many rats back then."

"Lovely.." Natasha responds.

The two deadly assassins come upon a iron grate separating them from a dimly lit hallway. Beneath the grate were littered some of the colorful mushrooms they encountered in the wooded areas they transversed; Jessica brushes them aside Both of them then remove their night vision goggles so they can peer through the grate. Down the hallway, they see a large oak door with light shining underneath the door – the most likely source of the energy readings. The two also see an armored figure walking through the hallway away from the oak door; the figure was carrying … a pink sword?

Hoping that the person walks past them and leaves, the two stay silent and motionless behind the grate. The person, however, stops, leans against a wall, removes his helmet, takes out a device, and starts playing with it.

 _'Great! We have to encounter someone addicted to Candy Crush!_ ' thought Jessica.

Without the helmet, Jessica can make out the physical features of an evolved hog. Recalling the Avenger's database, she recognizes the evolve being as the one called "Sir Hogg," one of the New Men, who is supposedly last reported to be at Counter-Earth. The Avengers database reports Sir Hogg as an expert swordsman, but really.. a pink sword?! Jessica had to bite her tongue to refrain from making a sarcastic remark – unfortunately, her time with Spider-Man and his annoying bantering seem to have an adverse effect on her. When she first came upon the hero scene, witty and sarcastic comments were not her forte, but after hanging out with Parker, and watching Looney Tunes with him – she now has the urge to scream " _Hey Porky!_ "

Jessica looks at Natasha and rolls her eyes. It doesn't take much for Natasha to read the annoyance in Jessica's face. The two wait for Sir Hogg to leave. ½ hour, 1 hour, then 2 hours pass. During that time, the light underneath the large oak door disappears for an hour, then reappears.

Jessica looks at her scanner. Definitely a strong energy reading was coming from behind that large oak door. Scanner readings correlate with the light source. What type of energy, she can't tell – these portable energy scanners are limited in sensititvity. Maybe if Stark increased the size of the antenna design within the unit and increase the S/N ratio.. ' _God, what am I thinking. Antenna, signal to noise ratio, I can't believe I'm geeking out like Parker! Speaking of Parker, he probably is swinging around as Spider-Man – disobeying my request. Men! They never listen. He probably is going to get himself in deep trouble, and I have to drag his sorry butt out of the fire._.'

As the many thoughts race through her head, Jessica sees that the light is still eminating from underneath the oak door – how long will it be before the light source behind the door stops? She feels an urgency to make a move before the light source is gone. Hydra had trained Spider-Woman well in seduction, assassination, and black ops; one class she never did well in was patience. In fact, Madame Hydra reprimanded her many times for impulsively venom blasting the the target when she should have been practicing strategic patience. And now in a dark tunnel, kneeling uncomfortably within a tight cramp space, and irritated by a less than pleasant odor, Jessica starts to rub her finger tips, producing green sparkling energy from her fingers.

Black Widow sees the sparkling energy and motions to Spider-Woman to hold back with her palms up. She points to the top of her wrist – signaling patience. At the same moment, a rat walks over Jessica's sandals…breaking point.

Within seconds, the sound of iron giving way, and " **ZAAAAAPPPPPPPPPPPP** ," a green bioelectric discharge fills the air. Black Widow stares at Jessica wide-eyed; Jessica had ripped open the grate and venom blasted Sir Hogg into unconsciousness; she had aimed her venom blast at an opening in his armor.

"Easier to ask for forgiveness than permission…" Spider-Woman replies with a smirk. Natasha can only roll her eyes and sigh as the two step out into the dimly lit hallway. Cautiously the two head towards the oak door. When the two are within an arms distance, the sound of multiple footsteps and the clanking of armour can be heard echoing from the opposite end of the hallway. Evolved creatures, the New Men with advanced weaponry and amour, appear at the end of hallway and rush toward the two Avengers.

"This is a set up!" Natasha yells. The narrow hallway did not leave much for movement. Natasha is right, this is a trap, and she, Jessica fell for it. She hears Natasha jump onto the wall and proceeds to bounce from wall to wall – a good tactical move. Natasha readies her stingers, and within seconds, the sound of the Widow's bite can be heard cutting through the air, followed by the sound of energy weapons.

Tactical analysis –the two won't be able to reach the grate in time before the crowd reaches them. And with their opponents possessing long distance weaponry, the two female Assassins are sitting ducks in the narrow hallway; but there is another option, the heavy oak door in front of her. Time to use her spider strength - Jessica kicks the door in front of her as hard as she can – " **Krack**!" The door cracks open; pieces of splintered wood fly everywhere - and behind the door, a blinding light?! Jessica shields her eyes, but too late, she can't see. "Argghh!" A sudden pain permeates her entire body originating from her back – she has been shot. Then another shot. Spider-Woman feels her body go into shock. Natasha has already fallen and is unconscious in front of her. Struggling, she tries to identify her assailants, but only can make out some of their voices.

"We have intruders!" a voice shouts from the crowd.

Jessica, semi-consciously watches, as everything before her appears in slow motion. New Men are scrambling to secure the area. One has his weapon pointed at Natasha, and the two more are approaching her with weapons drawn.

"Don't harm them! One of them may be the one whom our Lord is expecting."

Jessica's body gives out and blackness ensues.

 **New York Waterfront:**

' _Cripes!_ ' thought Spider-Man as a tentacle just missed decapitating him. Immediately, he jumps to the right - **Crash!** His heart is pounding rapidly. Spider-Man had avoided another tentacle as it came smashing down on him. He was getting tired. ' _I knew it was too easy_.. " He wasn't ready for a prolonged fight, not to mention against 5 robots. There was a reason why Jessica didn't want him to face any major villains, and why she kept pushing him to train at Avenger's tower. Back then, he thought she was just trying to get even with him for all his bantering. Now he regrets not listening to her.

Still, Spider-Man noted that the 5 robots were keeping their distance from another – probably so he can't turn one against the other, a method he would often use on the sinister six. Tactical, not strategic.

Still, there was something different with the attitude of these robots. If Octavius was controlling them, he would keep bragging about his intellectual superiority as he tries to kill him, but the action of these robots were more brutal – these things just want to kill him. No bragging, no perception of an intellectual challenge, just anger and rage.

"Perhaps after doing away with you, I will pay a visit to your aunt and that red-headed friend of yours," threatened the voice from the robot.

' _No. Not Aunt May and Mary Jane! No, no one else will die because of me!_ ' Memories of Uncle Ben and Gwen Stacy fill his mind, along with anger and guilt. Spider-Man webs up his two fists as he avoids another tentacle that pounds the ground on which momentarily stood on. He somersaults onto the top of the robot, and stands on its shoulders. Furiously, Spider-Man punches the glass dome as hard as can. **Smash!** Pieces of glass fly everywhere. Spider sense goes crazy – all angles – **Wham!**

"Arghh!" – Spider-Man is swatted hard away from where he stood, and is knocked 10 feet way. ' _My sides hurts – probably cracked a couple of ribs_.' Probabilty of defeating this merry bunch has dropped to less than 10% - crappy odds; time to retreat. ' _Look like I failed you Jessica…._ ' He realizes that instance of anger has led to a poor judgement that may have cost him his life – something that Spider-Woman has been warning him about.

Spider-Man, shielding his side. looks around. No escape. The nearest building is too far for his webbing. If he jumps over one, the others will merge and attack. However, there is the water behind him; time to go for a swim. Spider-sense again **Smash!** he jumps to one side as a tentacle crashes upon the ground on which he was kneeling.

"Why so silent now Spider-Man? Are you feeling the anguish of defeat?!" followed by a maniacal laugh.

Spider-Man recognizes that laugh! He leaps for the water - if he can just make it to the water – Spider-sense goes off - he suddenly feels a steel cable wrap around his ankle. ' _No!_ ' The robot drags Spider-Man away from the seashore. No leverage – can't break free. **Zaapp!** A huge jolt of electricity surges through the cable – "Argghh!" Another tentacles comes swinging. Then there was only darkness.

 **Wundagore Mountain:**

 **Laboratory within Wundagore Castle**

"Daddy, the larger wasp looks like its going to attack the spider – won't it get trapped in the spider web?" Five year old Jessica was eyeing the black arachnid near the center of a web on the trees, as a larger spider wasp flies closer and closer to the spider. In response, the spider seems to be fidgeting on its web. The spider wasp finally lands on the web ready to strike and feed on the spider.

Dr. Johnathan Drew looks at what his daughter is watching, "Honey, the spider wasp is a natural predator of the spider. The spider wasp is going to kill the spider to feed her babies."

Suddenly another spider enters the web and both engage the spider wasp.

"Daddy how did the other Spider know to help the other one?"

"Honey, they can communicate through the web lines." The two watches as the two spiders fight for their lives against the invading spider wasp. Both spiders spray web silk onto the invader. The new spider distracts the spider wasp enough for the the other spider to jump on the spider wasp and inflict a fatal bite. However, not before the spider wasp stings the new spider and paralyzes it.

"Daddy, is that other Spider going to die?"

"That depends on how strong the spider and its companion are. Don't worry about them, honey. It is all part of nature. We need to go back inside for your shots."

Jessica continues to watch as a second Spider Wasp approaches the web, "I hate the shots. They hurt."

"Come on, let's go, " Johnathan Drew pulls at his daughter, who reluctantly gives in. "I know they hurt. You will get very sick if you don't get these shots. Dr. Wyndham and I are trying to make these treatments as painless as possible for you. I am sorry you have to go through this.. but you have to stay awake and tell me how you are feeling as I administer the shot. So stay awake.. don't fall asleep.."

"Wake up Jessica…"

Jessica finally awakens from the throbbing in her head. She feels groggy and weak. The stench is gone from her nostrils; she is definitely no longer in the tunnel. At least she isn't naked - she finds herself still dressed in the same clothes she was traveling with, but she is now bounded in a status chamber, one that is very similar to the one she awaken from many years ago.

She hears the an electronic humming nearby, and the sound of metal tapping. She makes out odd electronics – she is in a laboratory. Tired – must be drugged or the lingering effects of the weapons used on her.

"Ahh.. my greatest accomplishment has awaken. Welcome to Wundagore Mountain Jessica Drew. I apologize for the abrupt way that you have been brought here but time is of the essence!"

It was a voice Jessica was familiar with, and haven't heard from in well over a decade. The voice was monotonic, emotionless, an almost computerized. It was the High Evolutionary. He approaches Jessica, and she sees the all familiar red robotic face. "What are you doing to me?" Jessica weakly asks.

"Fear not child. I am merely keeping a promise I made to your father and Cassandra Web."

"Cassandra? What does she have to do with this?"

"All your questions will be answered in due time, but you must be ready for what is yet to come. Unfortunately, I have no time for formalities. The binding process will take a few days; it must start now."

 _'No!'_ Jessica struggles to break free of her bonds, but to no avail.

The High Evolutionary turns around back to his computerized machinery. Jessica hears an increasing high frequency pitch, and then a bright light encompasses her body. She closes her eyes from the light and feels a burning sensation throughout her body. The burning sensation turns to pain, so much pain. _'Why is he doing this to me?_ ' She struggles to stay consciousness. She sees images of an old woman and man, then the old man's death, and finally a dead young girl in her arms.

Just as unconsciousness overtakes her, she hears the High Evolutionary's voice in the distance, "Good luck, Jessica Drew!"


End file.
